NEW VISUAL CORP
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>9
<FILENAME>newvisual_10qex10-15.txt
<TEXT>
<PAGE>
Exhibit 10.15

[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE
ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.]

[ADAPTIVE NETWORKS LOGO]                                       [NEW VISUAL LOGO]

                                                          NEW VISUAL CORPORATION


                        DEVELOPMENT AND LICENSE AGREEMENT

This Development and License Agreement (this "Agreement") is made and entered
into as of April 17, 2002 (the "Effective Date") by and between Adaptive
Networks, Inc. ("ANI"), a Massachusetts corporation with its principal place of
business at 94 Wells Avenue, Newton, MA 02459, and New Visual Corporation
("NVC"), a Utah corporation with its principal place of business at 5920 Friars
Road, Suite 104, San Diego, CA 92108 (individually hereinafter sometimes a
"Party" and collectively, the "Parties").

                                   BACKGROUND
                                   ----------

WHEREAS, ANI is the owner of and is developing certain technologies for
communications over various media, including powerlines and copper telephone
wire, that are degraded by noise, signal attenuation and/or signal distortion;

WHEREAS, NVC is the owner of and is developing certain technologies for
high-speed communications over metallic media, including copper telephone wire;

WHEREAS, NVC desires to receive from ANI, and ANI desires to grant to NVC, a
perpetual, worldwide right and license to its PowerStream Technology in the
Field (each as defined below);

WHEREAS, NVC and ANI have been jointly working to develop a multiple wideband
high-speed communications technology (defined below as "MWB Technology");

WHEREAS, NVC desires to engage ANI to perform certain development services for
it pursuant to the terms of this Agreement; and

WHEREAS, ANI and NVC desire to clarify their ownership rights in the MWB IP and
MWB Deliverables (each as defined below);

NOW, THEREFORE, in consideration of the mutual promises, obligations and
agreements contained herein and other good and valuable consideration, the
receipt and adequacy of which each party acknowledges, and intending to be
legally bound, the parties hereto agree as follows:

1.       PURPOSE AND SCOPE OF AGREEMENT

         This Agreement sets forth the terms and conditions under which ANI will
         license the PowerStream Technology to NVC, ANI will perform development
         services for NVC, and NVC and ANI will clarify their respective rights
         in the MWB IP and MWB Deliverables.

2.       DEFINITIONS

2.1      "AFFILIATE" of a Party means any person that is directly or indirectly
         controlled by, under common control with, or that controls such Party.

2.2      "CODE" means programming instructions for any Deliverables. Unless
         otherwise stated herein, to the extent applicable, Code includes, but
         is not limited to, the following Deliverables: chip design code,
         firmware, system simulation software, source code, system modules,
         emulations, test benches, design validation code, run time software,
         and object code.

2.3      "COMPETITOR" of a Party shall mean any person that is not an Affiliate
         of such Party that derives substantial revenues at the relevant time
         from the sale or license of products, services or intellectual property
         directly competitive with those of such Party, or is actively preparing
         to do so.

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2.4      "DELIVERABLES" means MWB Deliverables and PowerStream Deliverables.

2.5      "DELIVERY DATE" means the date ANI has delivered all of the
         Deliverables to NVC.

2.6      "DEVELOPMENT SCHEDULE" means the schedule described in the documents
         entitled "Project Plan for Design and Verification of a Multiple Wide
         Band (MWB) Communications System Prototype, Nov 19, 2001 Revision 0.3"
         and "High-Data-Rate Long-Distance Communications for Noisy and
         Attenuated Media such as VDSL, Rev 1.00, September 10, 2001", as the
         same may be completed, amended and/or supplemented by the mutual
         agreement of the Parties pursuant to Section 4.1.

2.7      "DOCUMENTATION" means any information in any medium, including training
         materials, pertaining to the Deliverables, including product
         descriptions, specifications, reference designs and technical manuals.

2.8      "ERROR" means any of the following:

         (1)      "Code Error" means Code that does not meet the Specifications
                  for any applicable Deliverables.
         (2)      "Documentation Error" means a material failure of the
                  Documentation to accurately describe a program function
                  contained in any applicable Deliverables; Documentation that
                  does not meet the Specifications for any applicable
                  Deliverables; or Documentation that does not enable a
                  reasonably competent developer to use the Code for further
                  development purposes, as described in the Deliverables.
         (3)      "Other Error" means any material non-conformance of the
                  Deliverable with all or any part of the Specifications for the
                  Deliverable, other than Code Error or Documentation Error.

2.9      "FIELD" means transmission products for any portion of the
         telecommunications network comprised of copper telephone wire between
         and including the carrier's facility and the termination of that wire
         at the access point at the user premises, including in-building copper
         telephone wire cable riser applications in multi-tenant units (MTUs)
         and multi-dwelling buildings (MDUs). Other in-building applications are
         not included in the Field.

2.10     "IMPROVEMENT" means an Invention or work of authorship which is a
         revision, enhancement, modification, translation, abridgement,
         condensation, expansion, improvement, refinement or embodiment of
         PowerStream Deliverables or MWB Deliverables and is conceived and
         reduced to practice, which if copied or used without a license from the
         owner(s) of such technology would constitute an infringement of the
         PowerStream IP or the MWB IP.

2.11     "INVENTION" means any idea, design, concept, technique, invention,
         discovery or improvement, whether or not patentable, including without
         limitation the inventions claimed in the PowerStream Patents and the
         MWB Patents.

2.12     "IP" means (i) Patent Rights, (ii) rights of ownership in any Invention
         underlying any Patent Rights, (iii) all United States and foreign
         semiconductor mask work rights and registrations for such rights, (iv)
         rights to trade secrets, know-how, technical information and technical
         data, (v) copyrights and other literary property and author rights,
         whether or not copyrightable, and (vi) all Improvements to any of the
         foregoing. "IP" does not include any rights in any trademarks, trade
         names, service marks or logos, or the goodwill associated therewith;
         provided, however, that NVC may use ANI's mark "PowerStream", in a
         manner approved in advance in writing by ANI, to indicate that NVC's
         products include the PowerStream technology.

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2.13     "LICENSEE" is defined in Section 4.3.3(ii).

2.14     "LICENSE REVENUES" means consideration received by NVC from third
         parties pursuant to a direct or indirect license under the MWB IP from
         NVC.

2.15     "MAINTENANCE PERIOD" means the period commencing upon the Delivery Date
         and ending twelve (12) months thereafter.

2.16     "MWB DELIVERABLES" means any and all hardware, firmware, software,
         object code, source code, programs, Documentation, information, notes,
         and materials, in whatever form, set forth in the Development Schedule
         and to be delivered by ANI to NVC pursuant to this Agreement on the
         delivery dates specified in the Development Schedule.

2.17     "MWB IP" means all IP embodied in the MWB Deliverables on the Delivery
         Date, including without limitation the Patent Rights represented by the
         MWB Patents, and all IP embodied in Improvements to the MWB
         Deliverables, other than PowerStream IP.

2.18     "MWB PATENTS" means the patent application specified as such on Exhibit
         D, any patent applications filed at any time to the extent that the
         claims of such patent applications read on Inventions comprising MWB IP
         conceived and reduced to practice prior to the end of the Maintenance
         Period, and any and all divisions, continuations,
         continuations-in-part, renewals and substitutes thereof or therefor,
         and patents issued pursuant thereto.

2.19     "MWB TECHNOLOGY" means that multiple wideband, high speed
         communications technology being jointly developed by ANI and NVC, as
         further described in the document entitled "High-Data-Rate Long
         Distance Communications for Noisy and Attenuated Media such as VDSL,"
         rev. 1.00, dated September 10, 2001, and which will be further
         developed jointly by ANI and NVC pursuant to this Agreement.

2.20     "NET SALES PRICE" means, in the case of sales by NVC, the actual sales
         price (which does not include sales, tariff, duties and/or use taxes
         directly imposed or outbound transportation costs charged to customers)
         invoiced or shipped by NVC for Products sold by NVC to third parties in
         bona fide arm's length transactions, less only: (i) discounts allowed
         in amounts customary in the trade for quantity purchases, and (ii)
         amounts allowed or credited on returns. No deductions shall be made for
         commissions paid to individuals whether they be with independent sales
         agencies or regularly employed by NVC or its subsidiaries and on its
         payroll, or for cost of collections. Net Sales arise upon invoicing or
         shipping by NVC. If a Product is distributed or invoiced to an
         affiliated entity or otherwise for a discounted price substantially
         lower than customary in the trade, Net Sales Price shall be based on
         the customary amount billed by NVC for Products to unaffiliated third
         parties.

2.21     "PATENT RIGHTS" means all rights arising from or related to any and all
         patent applications, patents, and any and all divisions, continuations,
         continuations-in-part, renewals and substitutes thereof or therefore,
         in or under all patent classes or types, and any equivalent rights in
         all countries of the world.

2.22     "POWERSTREAM DELIVERABLES" means any and all hardware, firmware,
         software, object code, source code, programs, Documentation,
         information, notes, and materials, in whatever form, set forth in
         Exhibit B.

2.23     "POWERSTREAM IP" means all IP embodied in the PowerStream Deliverables
         on the Delivery Date, including without limitation the Patent Rights
         represented by the PowerStream Patents, and all IP embodied in
         Improvements to the PowerStream Deliverables, other than Improvements
         that relate only to the MWB Deliverables.

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2.24     "POWERSTREAM PATENTS" means the patents and patent applications
         specified as such on Exhibit C, any patent applications filed by ANI at
         any time to the extent that such claims read on inventions comprising
         PowerStream Technology conceived and reduced to practice prior to the
         end of the Maintenance Period, any and all divisions, continuations,
         continuations-in-part, renewals and substitutes thereof or therefor,
         and patents issued pursuant thereto.

2.25     "POWERSTREAM TECHNOLOGY" means ANI's high speed powerline technology,
         which includes a synchronizer, a digital equalizer, a
         modulator/demodulator, a forward error correction encoder/decoder, an
         error detection encoder/decoder, physical layer management,
         segmentation and reassembly, link protocol, quality of service, and
         applicable interfaces.

2.26     "PRODUCTS" means products that are designed for use only in the Field
         implementing the PowerStream Technology and/or MWB Technology and that,
         but for the provisions of this Agreement, would infringe the
         PowerStream IP and/or MWB IP.

2.27     "SPECIFICATIONS" means the specifications for the MWB Deliverables as
         set forth in the documents entitled "Project Plan for Design and
         Verification of a Multiple Wide Band (MWB) Communications System
         Prototype, Nov 19, 2001 Revision 0.3" and "High-Data-Rate Long-Distance
         Communications for Noisy and Attenuated Media such as VDSL, Rev 1.00,
         September 10, 2001", as the same may be completed, amended and/or
         supplemented in accordance with Section 4.1.

2.28     "UPDATES" means any modifications or revisions to the Deliverables that
         correct Errors, provide other incidental corrections or embody
         Improvements.

3.       POWERSTREAM LICENSE

3.1      GRANT OF LICENSE. Subject to, and effective upon, NVC's completion of
         payment of the license fee specified in Section 5.1(i) and (ii), ANI
         hereby grants to NVC and NVC hereby accepts from ANI a worldwide,
         perpetual, nontransferable (except as provided in Section 15.2) license
         under the PowerStream IP:

         (i)      to make, use, create, develop, sell, offer to sell, rent,
                  lease, distribute, market, commercialize, export and/or import
                  Products anywhere in or throughout the world;

         (ii)     to have Products made, used, created, developed, sold, offered
                  for sale, rented, leased, distributed, marketed,
                  commercialized, exported and/or imported anywhere in or
                  throughout the world, provided that NVC may not have Products
                  made, created or developed by a Competitor of ANI without
                  ANI's prior written consent; and

         (iii)    to grant sublicenses (which may authorize further sublicensing
                  through one or more layers of sublicensees) to third parties
                  to do the things permitted in clauses (i) and (ii), provided
                  that NVC may not grant such sublicenses to a Competitor of ANI
                  without ANI's prior written consent.

         Notwithstanding the foregoing, NVC shall have no rights under clauses
         (i) and (ii) outside of the Field and shall not make, have made for it,
         use, sell, offer to sell, export or import Products that are designed
         to permit general commercial use outside the Field without substantial
         modification. ANI shall deliver to NVC all PowerStream Deliverables in
         accordance with the Development Schedule.

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3.2      EXCLUSIVITY. ANI shall not, during the term of this Agreement, directly
         or indirectly, without the prior written consent of NVC:

         (i)      make, use, develop, sell, offer to sell, rent, lease,
                  distribute, market, commercialize, export and/or import any
                  Products, or have any Products made, used, sold, developed,
                  offered for sale, rented, leased, distributed, marketed,
                  commercialized, exported and/or imported for itthat are
                  designed to permit general commercial use within the Field
                  without substantial modification, nor

         (ii)     agree with or grant licenses to third parties to do so.

         Notwithstanding the foregoing, ANI may perform the development services
         under this Agreement and may engage in research and development in the
         Field without restriction on its own behalf, but may not perform
         research and development in the Field for third parties. NVC
         acknowledges that ANI has previously granted non-exclusive licenses
         under the PowerStream IP in the Field to two parties with worldwide
         businesses headquartered in the United States, and the exclusivity
         given to NVC by this Section is subject to those licenses.

3.3      TERMINATION OF EXCLUSIVITY. If NVC fails to complete the payment of the
         license fee specified in Section 5.1(i) and (ii) and the development
         fee set forth in Section 5.2.2 in accordance with the payment schedule
         set forth therein, then unless NVC shall complete such payments within
         120 days after receiving written notice from ANI of its intention to
         commence the activities described in clause (i) of Section 3.2, said
         clause shall thereafter no longer apply, and, unless NVC shall complete
         such payments within 120 days after receiving written notice from ANI
         of its intention to grant a license or licenses to others as described
         in clause (ii) of Section 3.2, said clause shall no longer apply.

3.4      RESERVATION OF RIGHTS. ANI retains all rights in respect of the
         PowerStream IP outside the Field, directly or indirectly, through the
         grant of licenses to third parties or otherwise.

3.5      ASSIGNMENT OF POWERSTREAM IMPROVEMENTS. NVC hereby assigns to ANI all
         right, title and interest in and to all Improvements under the
         PowerStream IP or the PowerStream Technology made by NVC during the
         term of this Agreement that do not meet the definition of MWB
         Technology or MWB IP; such Improvements shall be included within the
         license granted in Section 3.1, and shall accordingly be subject to
         Sections 3.2 and 3.3.

4.       DEVELOPMENT OF MWB TECHNOLOGY

4.1      DEVELOPMENT PROJECT. ANI shall undertake and diligently pursue,
         directly or through one or more subcontractors, a development program
         for a working MWB prototype in accordance with the Development Schedule
         and the Specifications. ANI and NVC shall amend and supplement the
         Development Schedule to reflect their current informal agreement
         regarding the currently contemplated Development Schedule within thirty
         (30) days after the Effective Date, and shall thereafter use their good
         faith best efforts to mutually agree in writing regarding appropriate
         amendments and/or supplements to the Specifications and the Development
         Schedule by mutual written agreement. ANI shall use its best efforts to
         develop and deliver, directly or through one or more subcontractors,
         the Deliverables, in accordance with the Specifications and the
         Development Schedule.

4.2      CO-OWNERSHIP OF MWB IP. It is the Parties' intention that they be joint
         owners of all right, title and interest of either party in the MWB IP
         and any Improvements thereon developed prior to the end of the

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         Maintenance Period. 'Accordingly, subject to, and effective upon, NVC's
         completion of payment of the license fee specified in Section 5.1(i)
         and (ii), to the extent necessary to effect such joint ownership, each
         Party hereby assigns and agrees to assign to the other Party a one-half
         undivided interest in any MWB IP and any Improvements thereon developed
         prior to the end of the Maintenance Period, without royalty or other
         consideration, except as expressly provided herein. Each Party agrees
         to execute any documents, provide any affidavit, testimony, statement
         and information, and render any assistance necessary to register
         (including, but not limited to, any patent, copyright or other
         registry), prove or evidence the other Party's co-ownership rights set
         forth in this section, or to otherwise carry out the intent of this
         section. Without limiting the generality of the foregoing, ANI agrees
         to take such steps as are necessary to register NVC as a co-owner of
         the MWB Patents.

4.3      RESTRICTIONS ON OWNERSHIP RIGHTS.

         4.3.1    RESTRICTIONS ON NVC'S OWNERSHIP RIGHTS. During the term of
                  this Agreement, NVC shall not, directly or indirectly:

                  (i)      make, have made, use, sell, offer to sell, rent,
                           lease, distribute, market, commercialize, export or
                           import Products that are designed to permit general
                           commercial use outside the Field without substantial
                           modification, nor allow any of its Licensees (as
                           hereinafter defined) to do the same, without the
                           prior written consent of ANI (which may be withheld
                           or made subject to conditions in ANI's sole
                           discretion); or

                  (ii)     grant licenses under the MWB IP to, or have Products
                           made by, a Competitor of ANI without ANI's prior
                           written consent.

         4.3.2    RESTRICTIONS ON ANI'S OWNERSHIP RIGHTS. During the term of
                  this Agreement, ANI shall not, directly or indirectly:

                  (i)      make, have made, use, sell, offer to sell, rent,
                           lease, distribute, market, commercialize, export or
                           import Products that are designed to permit general
                           commercial use within the Field without substantial
                           modification, nor allow any of its Licensees to do
                           the same, without the prior written consent of NVC
                           (which may be withheld or made subject to conditions
                           in NVC's sole discretion); provided, however, that
                           ANI may perform the development services hereunder
                           and may engage in research and development in the
                           Field without restriction on its own behalf, but may
                           not perform research and development in the Field for
                           third parties, or

                  (ii)     grant licenses under the MWB IP to third parties to
                           do the things prohibited in clause (i).

         4.3.3    GENERAL PROVISIONS REGARDING RESTRICTIONS.

                  (i)      Each Party expressly agrees that the restrictions to
                           which it is subject are reasonable in scope and are
                           to be enforced to the full extent of their reasonable
                           meanings, and that this Agreement, including any
                           ambiguities in the expression of the restrictions,
                           shall be interpreted to maximize the scope and
                           enforcement of the restrictions.

                  (ii)     Each Party shall impose the restrictions to which it
                           is subject by legally enforceable written agreement
                           on all third parties that acquire Products or rights
                           under the MWB IP directly or indirectly from such
                           Party, including any successor, acquiror, assignee or
                           transferee ("Licensees"). Any agreement granting or
                           transferring rights under the MWB IP which fails to
                           do so shall be void and of no effect.

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                  (iii)    Each Party shall be responsible for the compliance or
                           noncompliance of its Licensees with the restrictions
                           to which it is subject.

                  (iv)     If NVC intentionally and materially violates the
                           restrictions set forth in Section 4.3.1 and fails to
                           cease such violations within thirty (30) days after
                           receiving written notice thereof from ANI, then, in
                           addition to any other remedies to which ANI may be
                           entitled, Section 4.3.2 shall thereafter no longer
                           apply.

4.4      BENEFITS FROM EXERCISE OF OWNERSHIP RIGHTS. Except as specifically
         provided herein, a Party shall not be liable to the other Party in any
         way for damages, revenues, profits, accounting, income, royalties or
         any other benefits, monetary or other, derived by such Party from or in
         connection with exercising its ownership right, title or interest in or
         to the MWB IP in accordance with the provisions of Sections 4.2 and 4.3
         of this Agreement. Each Party shall be solely responsible for any
         taxes, liabilities, damages, duties, fines, penalties, fees, charges or
         other burdens arising from or in connection with such Party's exercise
         of its ownership right, title or interest in or to the MWB IP.

4.5      TERMINATION OF EXCLUSIVITY. If NVC fails to complete the payment of the
         license fee specified in Section 5.1(i) and (ii) and the development
         fee set forth in Section 5.2.2 in accordance with the payment schedule
         set forth therein, then unless NVC shall complete such payments within
         120 days after receiving written notice from ANI of its intention to
         commence the activities described in clause (i) of Section 4.3.2, said
         clause shall thereafter no longer apply, and, unless NVC shall complete
         such payments within 120 days after receiving written notice from ANI
         of its intention to grant a license or licenses to others as described
         in clause (ii) of Section 4.3.2, said clause shall no longer apply.

5.       LICENSE FEE, DEVELOPMENT FEE AND ROYALTIES.

5.1      LICENSE FEE. In consideration of the rights granted under Article 3 of
         this Agreement, NVC shall pay ANI a license fee totaling four million,
         one hundred ninety two thousand dollars (US$4,192,000.00), payable as
         follows:

         (i)      $3,442,000.00 shall be paid by the issuance by NVC of shares
                  of its capital stock and the payment of cash by NVC to Zaiq
                  Technologies, Inc. ("Zaiq") for consideration consisting of
                  the receivable in approximately the same amount owed by ANI to
                  Zaiq, which will occur simultaneously with the execution of
                  this Agreement and pursuant to a separate agreement among NVC
                  and Zaiq, and the immediate forgiveness and cancellation of
                  such receivable; and

         (ii)     $750,000 shall be paid by the issuance by NVC of shares of its
                  capital stock to TLSI, Inc. ("TLSI") for consideration
                  consisting of the receivable in the same amount owed by ANI to
                  TLSI, which will occur simultaneously with the execution of
                  this Agreement and pursuant to a separate agreement among NVC
                  and TLSI, and the immediate forgiveness and cancellation of
                  such receivable.

5.2      DEVELOPMENT FEE AND ROYALTIES.

         5.2.1    DEVELOPMENT FEE AND ROYALTIES. In consideration of the rights
                  granted under Article 4 of this Agreement, NVC shall pay ANI
                  the development fee set forth in Section 5.2.2 and the
                  royalties set forth in Section 5.2.3.

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         5.2.2    DEVELOPMENT FEE. NVC shall pay ANI a Development Fee in the
                  total amount of one million five hundred fifty nine thousand
                  dollars (US$1,559,000.00), to be paid as follows:

                  (a) ***
                  (b) ***
                  (c) ***
                  (d) ***
                  (e) ***
                  (f) ***
                  (g) ***

         5.2.3    ROYALTIES.  NVC shall pay ANI the following royalties:

                  (i)      *** percent (***%) of the Net Sales Price of all
                           Products sold by NVC; and

                  (ii)     *** percent (***%) of License Revenues received by
                           NVC, provided that, for any period or periods in
                           which NVC's aggregate License Revenues are less than
                           or equal to *** percent (***%) of the aggregate
                           revenue base upon which they are calculated, ANI
                           agrees to renegotiate in good faith the royalty for
                           License Revenues with NVC with a view to reaching
                           mutual agreement on a royalty for License Revenues
                           that is economically viable for NVC.

                  A. REPORTS AND PAYMENTS. NVC shall provide to ANI within sixty
                  (60) days after the end of each calendar quarter a report
                  setting forth the calculation of the royalties due in respect
                  of such quarter, accompanied by payment of such royalties;
                  provided, however, that if by the time such report is due NVC
                  has not received payment of the amount upon which the royalty
                  is calculated, it may defer payment of the royalty in respect
                  of such amount until received, but not for more than an
                  additional sixty (60) days. If no Products have been sold in
                  such quarter, the report shall so state. All payments shall be
                  made by check or wire transfer in US Dollars to such address
                  or bank account as may be designated by ANI from time to time.

                  B. RECORDS AND AUDITS. NVC shall keep complete and accurate
                  books and records of all sales of Products by NVC, which may
                  be inspected by ANI from time to time upon reasonable notice.
                  If any such inspection discloses underpayments of royalties
                  for any period audited, NVC shall pay such amount promptly
                  with interest at a rate of 1.5% per month (or, if less, the
                  highest amount permitted by law); provided that if the amount
                  due exceeds 5% of the amount paid for such period, in addition
                  NVC shall reimburse ANI for the reasonable cost of the
                  inspection.

                  C. CREDIT AGAINST ROYALTIES. In appreciation of professional
                  services business previously given by NVC to ANI, the first
                  $400,000 of royalties otherwise payable by NVC shall be offset
                  by a credit in the same amount.

         5.2.4    LATE PAYMENTS. Royalties not paid when due shall be subject to
                  interest at the rate of one-and-one-half percent (1-1/2%) per
                  month or, if less, the maximum rate of interest allowable
                  under law. If any royalties are not paid when due hereunder,
                  ANI shall be entitled to recover its costs and expenses
                  (including without limitation reasonable and necessary
                  collection fees and attorney fees) incurred in connection with
                  collecting such royalties.


*** Confidential material redacted and filed separately with the Commission.

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6.       MWB IP PROGRAM

6.1      PROSECUTION. From and after the Effective Date, ANI shall diligently
         and promptly file all applications in respect of all MWB IP on behalf
         of both ANI and NVC as co-owners of an equal share of all MWB IP, and
         shall diligently and competently conduct any prosecution and
         maintenance of all MWB IP (the "MWB IP Program"). ANI will keep NVC
         fully informed of the status of the MWB IP Program and promptly provide
         NVC with all copies and documents related to the MWB IP Program. NVC
         shall cooperate with ANI's filing, prosecution and maintenance under
         the MWB IP Program in all respects reasonably requested by ANI, and
         hereby appoints ANI as its attorney-in-fact to take any actions or
         execute any documents necessary for reasonably conducting such filing,
         prosecution and maintenance under the MWB IP Program in the event that
         NVC fails to do so. If ANI fails to diligently and competently conduct
         the prosecution and maintenance of a filed application or issued
         patent, then NVC may do so, at its own expense. If NVC requests that
         ANI seek patent protection for the MWB IP in one or more countries
         where ANI is not seeking such protection, and if ANI refuses or fails
         to diligently and promptly do so, then NVC may do so, at its own
         expense. To the extent necessary, ANI shall cooperate with NVC's
         filing, prosecution and maintenance of any such applications and
         patents in all respects reasonably requested by NVC, and hereby
         appoints NVC as its attorney-in-fact to take any actions or execute any
         documents necessary for reasonably conducting such filing, prosecution
         and maintenance in the event that ANI fails to do so.

6.2      COSTS OF THE MWB IP PROGRAM. Except with respect to an application
         pursued solely by NVC, all reasonable costs of the MWB IP Program shall
         be shared equally by both Parties, and NVC shall remit its share of
         such costs to ANI promptly upon written demand therefor, accompanied by
         supporting documentation setting forth in reasonable detail the costs,
         including without limitation filing fees and invoices for services
         rendered by third parties.

7.       THIRD PARTY INFRINGEMENT OF IP RIGHTS

7.1      PROSECUTION. If at any time either Party obtains information that there
         is occurring substantial infringement by any unlicensed party of the
         PowerStream IP or the MWB IP, such Party shall promptly give written
         notice thereof to the other Party.

         7.1.1    INFRINGEMENT OUTSIDE FIELD. In the case of infringement of the
                  MWB IP outside of the Field, ANI shall determine in its sole
                  discretion whether and, if so, how to take action against such
                  infringement. If ANI for any reason does not bring suit
                  against or enter into negotiation for a settlement with any
                  alleged infringer of the MWB IP within a reasonable time after
                  receiving notice of the alleged infringement (it being agreed
                  that ANI's failure to so act for a period in excess of 90 days
                  shall be deemed to be unreasonable), then NVC may seek to
                  prevent such infringement by any means that NVC, in its sole
                  discretion, may deem to be necessary. If NVC takes action
                  against such infringement, ANI shall reimburse NVC for all
                  reasonable fees and costs, including attorney fees, incurred
                  by NVC in connection therewith. Any recovery obtained by NVC
                  or ANI, as the case may be, as the result of its proceeding
                  against infringement of the MWB IP by court action, settlement
                  or otherwise shall be paid over to, or retained by, ANI after
                  deducting from such recovery the reasonable expenses
                  (including attorneys' fees) incurred in connection with the
                  protection and enforcement of such IP.

         7.1.2    INFRINGEMENT IN FIELD. In the case of infringement of the MWB
                  IP in the Field, NVC shall determine in its sole discretion
                  whether and, if so, how to take action against such
                  infringement. If NVC for any reason does not bring suit
                  against or enter into negotziation for a settlement with any
                  alleged infringer of the MWB IP within a reasonable time after
                  receiving notice of the alleged infringement (it being agreed

                                       9
<PAGE>

                  that NVC's failure to so act for a period in excess of 90 days
                  shall be deemed to be unreasonable), then ANI may seek to
                  prevent such infringement by any means that ANI, in its sole
                  discretion, may deem to be necessary. If ANI takes action
                  against such infringement, NVC shall reimburse ANI for all
                  reasonable fees and costs, including attorney fees, incurred
                  by ANI in connection therewith. Any recovery obtained by ANI
                  or NVC, as the case may be, as the result of its proceeding
                  against infringement of the MWB IP by court action, settlement
                  or otherwise shall be paid over to, or retained by, NVC after
                  deducting from such recovery the reasonable expenses
                  (including attorneys' fees) incurred in connection with the
                  protection and enforcement of such IP, and shall be treated
                  for royalty purposes as License Revenues.

         7.2      COOPERATION. In connection with any action taken by either
                  Party hereto to protect or enforce the PowerStream IP or the
                  MWB IP or to prevent infringement thereof, the other Party
                  shall, if requested, make available to the Party undertaking
                  such action, at the expense of such Party, any and all
                  relevant information, data, documents, consultants, expert
                  witnesses, and any other materials or assistance of any kind
                  whatsoever. In addition, as required by law or applicable
                  local procedural rules, either Party shall join as party
                  plaintiff in any suit filed by the other Party, and hereby
                  appoints the other Party as its attorney-in-fact to enter its
                  appearance as a party plaintiff and execute any necessary
                  documents in the event that the joining Party fails to do so.
                  The Party undertaking any such action shall reimburse the
                  other Party for all costs and expenses the other Party
                  reasonably incurs in connection with its involvement in such
                  action. Neither Party may enter into a settlement of a claim
                  of infringement of or by the MWB IP without the prior written
                  consent of the other Party, which consent shall not be
                  unreasonably withheld or delayed.

8.       REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF CERTAIN WARRANTIES

8.1      REPRESENTATIONS AND WARRANTIES. ANI represents and warrants to NVC as
         follows:

         (i)      ANI is the sole owner of all right, title, and interest in and
                  to the PowerStream IP, or by license has the full power and
                  authority to enter into this Agreement and to grant the rights
                  provided herein,

         (ii)     the execution, delivery and performance of this Agreement has
                  been authorized by all required action on the part of ANI, and
                  does not violate any agreement to which ANI is a party or to
                  which its properties or assets are subject;

         (iii)    this Agreement is valid, legally binding and enforceable on
                  ANI in accordance with its terms, except as enforceability may
                  be limited by general equitable principles and laws affecting
                  creditors' rights generally;

         (iv)     the PowerStream IP constitutes all of the IP rights that
                  relate to the PowerStream Technology; (ii) ANI is not aware of
                  any infringement or claim of infringement of the PowerStream
                  IP or the MWB IP; (iii) ANI is not aware of any IP rights of
                  any other party that would be infringed or misappropriated by
                  the license granted to NVC in this Agreement, the MWB
                  Technology or the making, using, selling, offering for sale,
                  importing or exporting of Products in the Field; and (iv) no
                  interference or opposition proceeding is pending or threatened
                  relating to the PowerStream Patents or the MWB Patents; and

         (v)      all MWB Deliverables will, when delivered, comply with the
                  Specifications and be free of Errors, and all Deliverables
                  will, when delivered, be free of any back door, time bomb or
                  similar feature, and any virus or other component designed to
                  permit unauthorized access or disable, erase, or otherwise
                  harm software, hardware or data.

                                       10
<PAGE>

8.2      DISCLAIMER OF OTHER WARRANTIES. ANI MAKES NO OTHER WARRANTIES IN
         CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY
         EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE AS TO THE POWERSTREAM IP, THE MWB IP, OR ANY
         PRODUCT. ANI MAKES NO WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR
         SCOPE OF ANY PATENT, THAT ANY PRODUCT WILL BE FREE FROM INFRINGEMENT OF
         PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT
         NO THIRD PARTIES ARE INFRINGING ANY OF THE IP COVERED BY THIS
         AGREEMENT.

9.       INDEMNIFICATION

9.1      INDEMNIFICATION BY ANI FOR INFRINGEMENT CLAIMS. ANI shall (i) defend
         and/or, at its option, settle any initiated or threatened litigation,
         suit, arbitration or other proceeding by a third party (each, a
         "Proceeding") against NVC, and any licensee, sublicensee, assignee, or
         transferee of NVC (the "Indemnitees"), based on a claim that the
         PowerStream Technology or any Products, because of the PowerStream
         Technology or MWB IP embodied therein, infringe any IP rights of a
         third party, and (ii) pay any direct damages finally awarded in such
         Proceeding, including any amount agreed to by ANI in a settlement;
         provided that (a) ANI is allowed sole control of the defense and
         settlement negotiations (although each Indemnitee may, at its option,
         be advised by separate counsel at its own expense), (b) each Indemnitee
         notifies ANI promptly in writing of such Proceeding (provided that the
         delay in furnishing notice or failure to give notice shall only relieve
         ANI of its indemnification obligations hereunder if and to the extent
         that such delay or failure materially prejudices ANI) and gives ANI all
         information known to NVC or in its possession or control relating
         thereto and reasonably necessary for such defense or settlement, and
         (c) each Indemnitee cooperates in all respects reasonably requested by
         ANI in the settlement and/or defense, at ANI's cost and expense. If
         Products are, or in the opinion of ANI may become, the subject of any
         such Proceeding, ANI may, and in the event of an adjudication that any
         Products infringe third party IP rights or an injunction is issued
         against NVC's or any Indemnitee's use of the PowerStream Technology or
         Products because of the PowerStream IP or MWB IP embodied therein, ANI
         shall, at its expense, do one of the following things: (1) procure for
         NVC and its Licensees the right to use such Products as authorized in
         this Agreement; (2) replace the Deliverables containing the infringing
         PowerStream Technology or MWB Technology with Deliverables containing
         non-infringing technology of equivalent functionality; or (3) if none
         of the foregoing remedies are commercially feasible, upon the
         destruction by NVC and its Licensees of such Products, which NVC and
         its Licensees shall do promptly upon written request by ANI, refund to
         NVC a reasonable amount (not to exceed the license fee, the development
         fee and the royalties paid by NVC pursuant to this Agreement), and
         suspend the license granted by this Agreement to the extent and as long
         as the exercise of rights under such license would infringe such third
         party IP rights. ANI shall have no obligations under this Section 9.1
         to the extent that such infringement results from (A) modifications to
         the Deliverables by someone other than ANI or someone authorized by
         ANI, if such infringement would have been avoided by the absence of
         such modifications, or (B) the combination, operation or use of the
         PowerStream Technology or the MWB Technology with equipment, devices or
         software not supplied by ANI if such claim would not have arisen but
         for such combination, operation or use. THE FOREGOING STATES NVC'S SOLE
         AND EXCLUSIVE REMEDY AND ANI'S ENTIRE OBLIGATION WITH RESPECT TO CLAIMS
         OF INFRINGEMENT OF ANY KIND.

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<PAGE>

9.2      INDEMNIFICATION BY NVC FOR INFRINGEMENT CLAIMS. NVC shall (i) defend,
         and/or at its option settle, any Proceeding by a third party against
         ANI based on a claim that Products as sold by NVC infringe any IP
         rights of a third party, to the extent that such claim or suit arises
         out of an unauthorized modification of the Deliverables by NVC or its
         Licensees, or the combination, operation or use of the PowerStream
         Technology or the MWB Technology with equipment, devices or software
         not supplied by ANI, if such claim would not have arisen but for such
         combination, operation or use, unless ANI authorized or agreed to such
         modification, combination, operation or use; and (ii) pay any direct
         damages finally awarded in such Proceeding, including any amount agreed
         to by NVC in a settlement, provided that (a) NVC is allowed sole
         control of the defense and settlement negotiations (although ANI may,
         at its option, be advised by separate counsel at its own expense); (b)
         ANI notifies NVC promptly in writing of such Proceeding (provided that
         the delay in furnishing notice or failure to give notice shall only
         relieve NVC of its indemnification obligations hereunder if and to the
         extent that such delay or failure materially prejudices NVC) and gives
         NVC all information reasonably known to ANI or in its possession or
         control relating thereto and reasonably necessary for such defense or
         settlement, and (c) ANI cooperates in all respects reasonably requested
         by NVC in the settlement and/or defense, at NVC's cost and expense. THE
         FOREGOING STATES ANI'S SOLE AND EXCLUSIVE REMEDY AND NVC'S ENTIRE
         OBLIGATION WITH RESPECT TO CLAIMS OF INFRINGEMENT OF ANY KIND.

9.3      INDEMNIFICATION FOR OTHER CLAIMS.

         (a) IN GENERAL. Subject to the limitations set forth in Section 9.3(b),
ANI will indemnify and hold harmless NVC, and NVC will indemnify and hold
harmless ANI, from and against any and all losses, costs, damages, liabilities
and expenses (including, without limitation, reasonable legal fees if the
Indemnifying Person, as hereinafter defined does not elect to defend, as
hereinafter provided), net of any recoveries under insurance policies or tax
savings benefiting the person entitled to indemnification hereunder (an
"Indemnified Person"), arising out of any Proceeding by a third party based upon
a misrepresentation or breach of or default in connection with any of the
representations, warranties and covenants given or made by the other Party (the
"Indemnifying Person") in this Agreement (hereafter in this Section 9.3 referred
to as "Damages").The Parties agree that the provisions of this Section 9.3 will
not apply to indemnification claims for infringement covered by Sections 9.1 or
9.2, nor to breach of contract claims of one Party against the other.

         (b) INDEMNIFICATION LIMITATIONS. The indemnification provided for in
Section 9.3(a) will not apply unless and until the aggregate Damages for which
an Indemnified Person seeks indemnification under Section 9.3(a) exceeds
$50,000, in which event the indemnification provided for in Section 9.3(a) will
include all Damages in excess of such sum.

         (c) INDEMNIFICATION PROCEDURE. Promptly after the receipt by any
Indemnified Person of notice or discovery of any claim or Proceeding giving rise
to indemnification rights under this Section 9.3, such Indemnified Person will
give the Indemnifying Person written notice of such claim or Proceeding (for
purposes of this Section 9.3, a "Claim"). Within ten days of delivery of such
written notice, the Indemnifying Person may, at its expense, elect to take all
necessary steps properly to contest any Claim or to defend such Claim to
conclusion or settlement. If the Indemnifying Person makes the foregoing
election, then the Indemnifying Person will take all necessary steps to contest
any such Claim or to defend such Claim to conclusion or settlement, and will
notify the Indemnified Person of the progress of any such Claim, will permit the
Indemnified Person, at such person's expense, to participate in such defense
(PROVIDED, HOWEVER, that if a conflict of interest exists which would make it
inappropriate, in the reasonable opinion of such Indemnified Person, for the
same counsel to represent both the Indemnified Person and the Indemnifying
Person in the resolution of such Claim, then the Indemnified Person may retain
separate counsel at its expense), and will provide the Indemnified Person with
reasonable access to all relevant information and documents relating to the
Claim and the Indemnifying Person's prosecution or defense thereof. If the
Indemnifying Person does not make such election, then the Indemnified Person

                                       12
<PAGE>

shall be free to handle the defense of any such Claim, will take all necessary
steps to contest any such Claim or to defend such Claim to conclusion or
settlement, will notify the Indemnifying Person of the progress of any such
Claim, and will permit the Indemnifying Person, at the expense of the
Indemnifying Person, to participate in such defense and will provide the
Indemnifying Person with reasonable access to all relevant information and
documents relating to the Claim and such Indemnified Person's defense thereof.
In either case, the party not in control of a Claim will fully cooperate with,
and will cause its counsel, if any, to fully cooperate with, the other party in
the conduct of the defense of such Claim. Neither party will compromise or
settle any such Claim without the written consent of either such Indemnified
Person (if the Indemnifying Person defends the Claim) or the Indemnifying Person
(if such Indemnified Person defends the Claim), such consent not to be
unreasonably withheld.

         (d) NOTICE OF CLAIM. Any written notice of a Claim required under this
Section 9.3 will be in writing and will contain the following information to the
extent reasonably available to the Indemnified Person:

                  (i) the Indemnified Person's good faith estimate of the
                  reasonably foreseeable maximum amount of the alleged Damages
                  (which amount may be the amount of damages claimed by a
                  third-party plaintiff in an action brought against such
                  Indemnified Person); and

                  (ii) a brief description in reasonable detail of the facts,
                  circumstances or events giving rise to the alleged Damages
                  based on such Indemnified Person's good faith belief thereof
                  and the basis under this Agreement for such Claim, including,
                  without limitation, the identity and address of any
                  third-party claimant (to the extent reasonably available to
                  such Indemnified Person) and copies of any formal demand or
                  complaint.

10.      CONFIDENTIALITY

10.1     CONFIDENTIAL INFORMATION. Each Party acknowledges that the other has
         provided, and will continue to provide during the term of this
         Agreement, access to certain confidential information, including but
         not limited to specifications, designs, plans, drawings, schematics,
         data prototypes and other technical and business information
         (hereinafter collectively referred to as "Confidential Information"),
         which is of substantial value, and that the other's business will be
         impaired if such Confidential Information is improperly disclosed or
         used. The terms of this Agreement shall be Confidential Information of
         each Party and shall be subject, on behalf of each of them, to the
         restrictions on disclosure described in this Article 10.

10.2     DESIGNATION. No information of either Party disclosed hereunder shall
         be considered Confidential Information unless it is so designated in a
         reasonably clear manner. This provision shall be satisfied: (i) as to
         documentary disclosure, by marking "ANI Confidential", "ANI
         Proprietary" or the like, or "NVC Confidential", "NVC Proprietary" or
         the like on documents or other media containing Confidential
         Information; (ii) as to oral disclosures, by notifying the other Party
         in writing within thirty (30) days of each such oral disclosure that it
         contained Confidential Information and identifying specifically the
         information asserted to be confidential.

10.3     RESTRICTIONS. Neither party shall disclose Confidential Information of
         the other party to any third party for any purpose. Each party shall
         use, and require its employees and contractors to use, the Confidential
         Information of the other solely and exclusively in connection with the
         purpose stated in Section 1 of this Agreement and shall permit access
         to the Confidential Information only to those of the receiving party's
         employees or contractors who need to know the same in the performance
         of their duties in connection with this Agreement and who are legally
         obligated to comply with this Agreement by written agreement or
         otherwise.

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<PAGE>

10.4     EXCEPTIONS. The foregoing restrictions shall not be applicable with
         respect to information that: (a) was previously known to the receiving
         party free of any confidentiality obligation, as can be demonstrated by
         the contemporaneous records of that party, (b) was independently
         developed by the receiving party without use of the Confidential
         Information received hereunder, (c) is or becomes publicly available
         other than by unauthorized disclosure hereunder, (d) is disclosed to
         third parties by the disclosing party without restriction, or (e) is
         received by the receiving party from a third party without restriction
         and without violation of any confidentiality obligation.

10.5     PERMITTED DISCLOSURES. Disclosure of Confidential Information shall not
         be a breach of this Agreement: (a) if such disclosure is compelled by
         the order of a court or governmental or regulatory agency, provided
         that the party making the disclosure shall have promptly advised the
         other party and made a reasonable effort to obtain a protective order
         requiring that the Confidential Information so disclosed be placed
         under seal or similar procedure to maintain the confidentiality of such
         Confidential Information and used only for the purpose for which the
         order was issued, (b) to the extent necessary to governmental officials
         in obtaining governmental approvals, if any, required in connection
         with the manufacture, use or sale of any Product, (c) to the extent
         that publication or disclosure of technical information is necessary to
         continue, renew or obtain additional Patents, or (d) with respect to
         this Agreement, to the extent reasonably deemed necessary by NVC as a
         result of its disclosure obligations under the federal securities laws.

11.      MAINTENANCE; SUPPORT AND UPDATES

11.1     During the Maintenance Period, ANI shall provide maintenance, support,
         Improvements and Updates, and correct or repair any Error or replace
         any Deliverable containing an Error, at its expense and free-of-charge
         to NVC (the "Maintenance Services"). ANI's obligations to correct or
         repair Errors reported during the Maintenance Period shall continue
         after the Maintenance Period. ANI shall provide any Maintenance
         Services requested by NVC promptly following such request. All
         Maintenance Services shall be performed by persons with the required
         technical expertise regarding the applicable Deliverable, PowerStream
         Technology and MWB Technology.

11.2     For twelve months following the termination of the Maintenance Period,
         ANI shall provide up to three person-days per month of support to NVC
         in its use and implementation of the PowerStream Technology and MWB
         Technology, unless such support qualifies as Maintenance Services, at a
         rate of $1,250/person/day, plus reasonable expenses for ANI employees
         traveling to NVC if such trips are required to provide such support. If
         NVC's requests for support exceed in the aggregate three days per
         month, NVC will forecast and commit to purchase a specified level of
         support so that ANI can plan and, if necessary, procure, sufficient
         support resources.

12.      LIMITATION OF LIABILITY

12.1     EXCEPT WITH RESPECT TO A BREACH OF THE TERMS OF SECTION 8, OR AS
         PROVIDED IN SECTION 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
         SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES
         (INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE,
         LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN
         CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED,
         KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

                                       14
<PAGE>

12.2     THE LIMITATIONS STATED IN SECTION 12.1 ABOVE SHALL APPLY WHETHER THE
         ASSERTED LIABILITY OR DAMAGES IS BASED ON CONTRACT (INCLUDING BUT NOT
         LIMITED TO BREACH OF WARRANTY), TORT (INCLUDING BUT NOT LIMITED TO
         NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. EACH OF THE
         LIMITATIONS OF LIABILITY IS INTENDED TO BE ENFORCEABLE REGARDLESS OF
         WHETHER ANY OTHER EXCLUSIVE OR NONEXCLUSIVE REMEDY UNDER THIS AGREEMENT
         FAILS OF ITS ESSENTIAL PURPOSE.

13.      TERM AND TERMINATION

13.1     TERM. This term of this Agreement begins on the Effective Date and
         shall continue until the expiration of the last expiring PowerStream
         Patent or MWB Patent.

13.2     TERMINATION OF DEVELOPMENT OBLIGATIONS. Notwithstanding Section 13.1,
         the provisions of Section 4.1, Section 5.2 and Article 11 may be
         terminated by a Party in any of the following events:

         a.       Either Party may terminate if the other Party breaches a
                  material obligation under this Agreement and such breach
                  continues uncured for a period of thirty (30) days after
                  written notice thereof or, if such breach is curable but
                  cannot be cured within said thirty (30) days after written
                  notice thereof, when the defaulting party has not within said
                  thirty (30) days initiated reasonable action to attempt to
                  cure it. Notwithstanding the foregoing, in the event that one
                  party breaches a material obligation under this Agreement, and
                  such breach continues uncured for a period of ninety (90) days
                  after written notice thereof, the non-defaulting party may
                  immediately terminate this Agreement on the ninety-first day
                  after notice of such breach.

         b.       Either Party may terminate upon not less than twenty (20)
                  days' written notice to the other Party if (i) a petition in
                  bankruptcy is filed by or against the other Party, or a
                  receiver or trustee of the property of the other Party is
                  appointed, and such petition or appointment shall remain
                  undismissed for a period of sixty (60) days, (ii) the other
                  Party files a petition for reorganization under any
                  bankruptcy, insolvency, reorganization, or other similar law,
                  or makes an assignment for the benefit of creditors, (iii) the
                  other Party is adjudged bankrupt or insolvent by any court of
                  competent jurisdiction, or (iv) the other Party initiates any
                  liquidation or termination of business or ceases doing
                  business in the normal course.

         c.       NVC may terminate by written notice to ANI as provided in
                  Section 4.1 on or after ANI's failure to timely correct the
                  Errors in a third Error Report.

13.3     EFFECTS OF TERMINATION. Upon any termination of this Agreement pursuant
         to Section 13.2, ANI shall deliver to NVC all Deliverables and work in
         process for which payment has been made, NVC will pay ANI any sums then
         due pursuant to this Agreement, and each Party will return to the other
         Party or, where the return of such material is commercially
         impractical, destroy all of the other's Confidential Information. All
         other provisions of this Agreement shall remain in full force and
         effect, except for ANI's requirements relating to the development and
         delivery of future MWB Deliverables, ANI's maintenance and support
         obligations, and NVC's obligations to pay ANI development fees for work
         that has not been delivered and royalties pursuant to Section 5.2.
         Neither termination nor expiration of this Agreement shall relieve any
         Party from the duty to discharge all of such Party's obligations
         accrued or due prior to the date thereof, nor shall the exercise of the
         right to terminate by either Party constitute a waiver of any other
         remedies the terminating Party may have in law or equity.

                                       15
<PAGE>

13.4     SURVIVAL. The Parties specifically agree that the license granted under
         Article 3 and the co-ownership provisions under Sections 4.2, 4.3 and
         4.4 hereof will survive any termination pursuant to Section 13.2, any
         petition in bankruptcy, appointment of a receiver or trustee,
         reorganization, insolvency, liquidation or ceasing to do business of
         ANI or any successor, assignee or transferee of ANI. NVC does not
         waive, and nothing in this Agreement or the performance of this
         Agreement shall be construed or interpreted to constitute a waiver of,
         NVC's rights under 11 U.S.C. ss.365(n) or any equivalent or similar
         provisions under any other law, statute, regulation or order.

14.      NOTICES.

         All notices or other communications required to be given hereunder
         shall be deemed sufficient if in writing and (a) personally delivered,
         (b) transmitted by pre-paid express courier, (c) transmitted by
         facsimile (and confirmed by certified mail return receipt requested) or
         (d) provided by e-mail, with a confirmation of receipt, to the
         respective address of the parties set forth below:

         To ANI:                    Adaptive Networks, Inc.
                                    94 Wells Avenue
                                    Newton, Massachusetts 02459
                                    Attn: Michael Propp
                                    Phone: (617) 969-4050, ext. 24
                                    Facsimile: (617) 969-6898
                                    Email: mpropp@adaptivenetworks.com

         To NVC:                    New Visual Corporation
                                    5920 Friars Road, Suite 104
                                    San Diego, CA 92108
                                    Attn: C. Rich Wilson III
                                    Phone: (619) 692-0333
                                    Facsimile: (619) 718-7446
                                    EmaiL: CRW@NEWVISUAL.com

         or at such other address as either party shall have designed by written
notice to the other.

15.      MISCELLANEOUS

15.1     MODIFICATIONS. No modifications or amendments to this Agreement shall
         be valid unless in writing and signed by and on behalf of both Parties.

15.2     ASSIGNMENT. This Agreement shall be binding upon ANI's or NVC's
         successors or permitted assigns. Either Party (the "Seller") may assign
         its rights hereunder to the purchaser or surviving entity (the
         "Purchaser") in any stock, assets, merger or other transaction in which
         all or substantially all of the business of such Party, or that part of
         the business to which the subject matter of this Agreement relates, is
         transferred, regardless of the form such transaction may take;
         [provided that the Purchaser assumes all of the obligations of the
         Seller hereunder and the Seller hereunder remains jointly and severally
         liable for such obligations. If the Purchaser, or any other party
         controlling, controlled by, or under common control with the Purchaser,
         is a Competitor of the other Party to this Agreement, then the
         assignment permitted by the preceding sentence shall only be permitted
         if such other Party gives its written consent, which shall not be
         unreasonably withheld. Except as expressly authorized in this Section,
         this Agreement may not be assigned, sold, mortgaged, pledged or
         otherwise disposed of by either Party in whole or part without the
         prior written consent of the other Party, and any attempt to do so
         shall be void and without effect.

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<PAGE>

15.3     INJUNCTIVE RELIEF. The covenants and agreements of the Parties in
         Sections 3.1, 3.2, 4.3 and Article 10 hereof are of a special
         character, and the Parties acknowledge that money damages alone may not
         compensate for any breach of such covenants and agreements. Therefore,
         the Parties expressly agree that in the event of the breach or
         threatened breach of any such covenants or agreements, in addition to
         any other rights or remedies, the parties shall be entitled to
         injunctive relief (without any requirement to post bond in connection
         therewith) compelling specific performance of, and other compliance
         with, the terms of such sections.

15.4     INTEGRATION. This Agreement and any attachments hereto constitute the
         entire agreement between the Parties hereto with respect to the subject
         matter hereof. There are no agreements, understandings, covenants,
         conditions or undertakings, oral or written, express or implied,
         concerning such subject matter that are not merged herein or superseded
         hereby.

15.5     SEVERABILITY. If any provision of this Agreement, or the application of
         such provision to any person or circumstance, shall be held invalid,
         the remainder of this Agreement shall not be affected thereby and shall
         continue in full force and effect.

15.6     FORCE MAJEURE. Neither Party to this Agreement shall be liable for its
         failure to perform any of its obligations hereunder during any period
         in which such performance is delayed by fire, flood, war, embargo, riot
         or the intervention of any government authority, provided that the
         party suffering the delay notifies the other party of the delay, acts
         diligently to remedy the cause of such delay, and promptly resumes its
         performance upon the cessation of the cause for the delay.
         Notwithstanding the foregoing, a party's performance shall not be
         excused for delays caused by any subcontractor or agent of that party,
         except to the extent that such subcontractor's or agent's performance
         of its obligations to that party would be excused if this Section 15.6
         were to apply to such obligation.

15.7     RELATIONSHIP OF PARTIES. The Parties are independent contractors and
         are not, and shall not represent themselves as, principal and agent,
         partners or joint venturers. Neither party shall attempt to act, or
         represent itself as having the power, to bind the other or create any
         obligation on behalf of the other.

15.8     NON-SOLICITATION. Unless otherwise agreed to by the Parties in writing,
         for the term of this Agreement and one year thereafter, neither Party
         shall recruit or solicit, offer employment to, or hire or employ any
         person who (i) is an employee or independent contractor of the other
         Party, or (ii) was an employee or independent contractor of the other
         Party within one year prior to any recruitment, solicitation, or
         employment of such person.

15.9     GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the Commonwealth of Massachusetts without
         reference to its choice of law principles.

15.10    DISPUTE RESOLUTION. All disputes arising under this Agreement between
         the Parties shall be resolved as follows: First, the senior management
         of each Party shall meet to attempt to resolve such disputes. If the
         disputes cannot be resolved by senior management, either party may make
         a written demand for formal dispute resolution. Within 30 days after
         such demand, the parties agree to meet for one day with an impartial
         mediator (mutually agreed upon by the parties or, if the parties cannot
         agree, selected by two mediators, one proposed by each party) and
         consider dispute resolution alternatives other than litigation. If a
         resolution or an alternative method of dispute resolution is not agreed
         upon within 15 days after the mediation, either party may begin
         litigation proceedings.

                                       17
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.


NEW VISUAL CORPORATION                               ADAPTIVE NETWORKS, INC.


By:  /S/ C. RICH WILSON III                          By:  /S/ MICHAEL PROPP

Name: C. Rich Wilson III                             Name:  Michael Propp

Title:  VP Bus. Dev., Corp. Sec.                     Title:  President

                                       18
<PAGE>

                                    EXHIBIT A

                          AMENDMENTS AND/OR SUPPLEMENTS
                          -----------------------------
                                       TO
                                       --
            MWB DELIVERABLES SPECIFICATIONS AND DEVELOPMENT SCHEDULE
            --------------------------------------------------------


[TO BE SUPPLIED FROM TIME TO TIME BY MUTUAL AGREEMENT PURSUANT TO SECTION 4.1.]

<PAGE>


                                    EXHIBIT B

                            POWERSTREAM DELIVERABLES
                            ------------------------


A.       POWERSTREAM PATENTS
         -------------------

B.       COPYRIGHTED DELIVERABLES
         ------------------------

         1.       SOURCE CODE

                  [As described in the documents entitled "Project Plan for
                  Design and Verification of a Multiple Wide Band (MWB)
                  Communications System Prototype, Nov 19, 2001 Revision 0.3"
                  and "High-Data-Rate Long-Distance Communications for Noisy and
                  Attenuated Media such as VDSL, Rev 1.00, September 10, 2001",
                  as the same may be completed, amended and/or supplemented by
                  the mutual agreement of the Parties]

         2.       DOCUMENTATION

                  [As described in the documents entitled "Project Plan for
                  Design and Verification of a Multiple Wide Band (MWB)
                  Communications System Prototype, Nov 19, 2001 Revision 0.3"
                  and "High-Data-Rate Long-Distance Communications for Noisy and
                  Attenuated Media such as VDSL, Rev 1.00, September 10, 2001",
                  as the same may be completed, amended and/or supplemented by
                  the mutual agreement of the Parties]

C.       OTHER DELIVERABLES
         ------------------

                  [As described in the documents entitled "Project Plan for
                  Design and Verification of a Multiple Wide Band (MWB)
                  Communications System Prototype, Nov 19, 2001 Revision 0.3"
                  and "High-Data-Rate Long-Distance Communications for Noisy and
                  Attenuated Media such as VDSL, Rev 1.00, September 10, 2001",
                  as the same may be completed, amended and/or supplemented by
                  the mutual agreement of the Parties]

<PAGE>

                                    EXHIBIT C

                               POWERSTREAM PATENTS
                               -------------------


 1.       POWER LINE COMMUNICATION SYSTEM

------------------------------------------- ------------------------------------
COUNTRY                                     PATENT #
------------------------------------------- ------------------------------------
United States                               4,815,106
------------------------------------------- ------------------------------------
Canada                                      1,280,483
------------------------------------------- ------------------------------------
France                                      87903064.1
------------------------------------------- ------------------------------------
Italy                                       87903064.1
------------------------------------------- ------------------------------------
Japan                                       2,922,860
------------------------------------------- ------------------------------------

 2.       METHOD AND APPARATUS FOR DATA ENCODING AND COMMUNICATION OVER NOISY
          MEDIA

------------------------------------------- ------------------------------------
COUNTRY                                     PATENT #
------------------------------------------- ------------------------------------
United States                               5,727,004
------------------------------------------- ------------------------------------
Australia                                   707999
------------------------------------------- ------------------------------------
Canada                                      2215,380
------------------------------------------- ------------------------------------
China                                       96193900.1
------------------------------------------- ------------------------------------
European Patent Application                 96908777.4-2212
------------------------------------------- ------------------------------------
Japan                                       08-527795
------------------------------------------- ------------------------------------

 3.       METHOD AND APPARATUS FOR DATA ENCODING AND COMMUNICATION OVER NOISY
          MEDIA

------------------------------------------- ------------------------------------
COUNTRY                                     PATENT #
------------------------------------------- ------------------------------------
United States                               5,872,791
------------------------------------------- ------------------------------------


 4.       METHOD AND APPARATUS FOR DATA ENCODING AND COMMUNICATION OVER NOISY
          MEDIA

------------------------------------------- ------------------------------------
COUNTRY                                     PATENT #
------------------------------------------- ------------------------------------
United States                               5,944,842
------------------------------------------- ------------------------------------


 5.       RECONFIGURABLE ON-DEMAND TELEPHONE AND DATA LINE SYSTEM

------------------------------------------- ------------------------------------
COUNTRY                                     PATENT #
------------------------------------------- ------------------------------------
United States                               5,774,526
------------------------------------------- ------------------------------------
Australia                                   706,579
------------------------------------------- ------------------------------------
Canada                                      2,227,267
------------------------------------------- ------------------------------------
China
------------------------------------------- ------------------------------------
European Patent Application                 9692799.6
------------------------------------------- ------------------------------------
Israel                                      122,965
------------------------------------------- ------------------------------------
Japan                                       97-506974
------------------------------------------- ------------------------------------
South Korea                                 98-700343
------------------------------------------- ------------------------------------
Taiwan                                      124,951
------------------------------------------- ------------------------------------

<PAGE>

 6.       WIDEBAND COMMUNICATION SYSTEM USING DELAY LINE CLOCK MULTIPLIER

------------------------------------------- ------------------------------------
COUNTRY                                     PATENT #
------------------------------------------- ------------------------------------
United States                               Patent Application No. 09/837,760
------------------------------------------- ------------------------------------

 7.       TOKEN PASSING ARRANGEMENT FOR POWER LINE COMMUNICATION SYSTEM

-------------------------------------------- -----------------------------------
COUNTRY                                      PATENT #
-------------------------------------------- -----------------------------------
United States/WIPO                           PCT/US01/12553
-------------------------------------------- -----------------------------------

 8.       DIGITAL EQUALIZATION PROCESS AND MECHANISM

-------------------------------------------- -----------------------------------
COUNTRY                                      PATENT #
-------------------------------------------- -----------------------------------
United States                                Provisional Application No.
                                             60/311,081
-------------------------------------------- -----------------------------------

 9.       ERROR CORRECTION PROCESS AND MECHANISM

-------------------------------------------- -----------------------------------
COUNTRY                                      PATENT #
-------------------------------------------- -----------------------------------
United States                                Provisional Application No.
                                             60/310,824
-------------------------------------------- -----------------------------------

<PAGE>

                                    EXHIBIT D

                                   MWB PATENTS
                                   -----------


1.       VARYING LOAD AND MODULATION APPLIED TO EACH OF MULTIPLE FREQUENCY
         SUBCHANNELS BASED ON ANTICIPATED ATTENUATION EXPERIENCED BY THOSE
         SUBCHANNELS

-------------------------------------------- -----------------------------------
COUNTRY                                      PATENT #
-------------------------------------------- -----------------------------------
United States                                Provisional Application No.
                                             60/315,950
-------------------------------------------- -----------------------------------

</TEXT>
</DOCUMENT>
