SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2004
Commission File Number 1-9399

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

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

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

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

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

Name of Exchange
Title of Class on Which Registered
None

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to

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

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

As of March 15, 2005 there were 13,812,559 shares of Research Frontiers Incorporated common stock outstanding. The aggregate market value of the voting and non-voting common equity held by non-affiliates was $93,302,966 computed in accordance with the rules of the SEC by reference to the closing price of the Company's common stock as of June 30, 2004 which was $7.11. 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." Page 1 of 60


PART I

ITEM 1. BUSINESS

General

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

SPDs use microscopic light-absorbing particles that are either in a liquid suspension or a film. The microscopic particles align when an electrical voltage is applied. This permits light to pass through the device, and allows the amount of light to be controlled. The first light valve of this type was invented by Dr. Edwin Land, founder of Polaroid Corporation, in the 1930s. Since 1965, Research Frontiers has been actively working to develop and license its own technology, which it protects using patents, trade secrets and know-how. Although patent and trade secret protection is not a guarantee of commercial success, Research Frontiers currently has approximately 446 patents and pending patent applications throughout the world protecting its technology.

As a result of our efforts over the years, Research Frontiers Incorporated has become the world's leader in suspended-particle- device development and research, and licenses its light-control technology to other companies. Currently, our 34 licensees are categorized into three main areas: materials for making films (emulsions); film; and end-products. Our emulsion makers produce the basic chemicals-the SPD particles and the various special polymers that work in conjunction with such particles, and from which SPD films are made. The film makers use a thin layer of emulsion, which is coated between two sheets of plastic film coated with a transparent conductive coating, which emulsion is then partly solidified to form an SPD film that allows users to control the amount of light passing through such film. The end-product licensees then incorporate such SPD light-control film into a variety of SPD-Smart products.

The past several years have been important for Research Frontiers as we moved from being a company with a technology under development to a company with products using our technology being sold by our licensees. The technology has also received some prestigious awards, including the Best of What's New Award for home technology products for 2002 from Popular Science. It was also named one of the top new technologies for 2002 by the Society of Automotive Engineers.

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

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

Various licensees of Research Frontiers have developed SPD- Smart windows and other products. Several of our licensees have already sold aircraft, architectural, marine and automotive windows, skylights and doors, as well as glass doors for appliances using SPD technology. Also, prototypes of flat panel displays, eyewear, and self- dimming automotive rear-view mirrors have been developed. These prototypes demonstrate the feasibility and operation of the products they relate to, but need additional product design, engineering or testing before commercial products are introduced. Some of our licensees consider the exact stage of development, product introduction strategies and timetables, and other plans to be proprietary or secret, and as such cannot be disclosed by the Company until such licensees make their own public announcements or product launches. During 2002, 2003, 2004 and to date in 2005, marketing campaigns and product launches by our licensees have been announced under the indicated trademarks for their SPD-Smart products:

Licensee                           Trademark
Cricursa Cristales Curvados, SA    Cri-Regulite
Innovative Glass Corporation       E-Glass
InspecTech Aero Service, Inc.      SPD-Equipped,
                                   I-Shade, SPD-Shade
Isoclima S.p.A.                    Chromalite
Kerros Limited                     IntelliTint
SPD Technologies, Inc.             InfiniTint,
                                   New-View, Smart-Shade
SPD Systems Inc.                   Health Smart, VectorLux,
                                   InstaTint, PowerTint
ThermoView Industries              Alter-Lite

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

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

- Airbus A319, A320, A380
- Boeing 737,747, 757, 7E7 (787), BBJ
- Bombardier Challenger 601, 604
- Bombardier Global Ex
- Bombardier Learjet 24, 25, 31, 35, 36, 45, 55,60
- Cessna Citation I, II, III
- Cessna Conquest I, II
- Cessna Citations 525,525A, 550, Excel, 5 and CX
- Dassault Falcon 10, 50
- EADS Eurocopter EC 155
- Gulfstream (all models)
- Piaggio P180 Avanti, and Pilatus PC-12
- Raytheon Beechjet
- Raytheon Hawker 700, 800
- Raytheon King Air 90, 100, 200, 350
- Sikorsky S-92 Helicopter
- Textron-Lycoming Bell 430 Helicopter

Starting in 2003, the number of aircraft incorporating window shades using SPD-Smart technology increased, and the number of additional aircraft for which SPD-Smart electronic window shades have been designed and engineered also increased during 2003. In addition, the two largest jet manufacturers in the world have announced plans which may include electronic smart window shades in their next-generation aircraft. Project architects and developers have begun to specify more SPD-Smart glass in their projects. Also, starting in late 2003, certain automakers have begun to incorporate SPD-Smart glass in production and concept vehicles, with some of these concept vehicles being exhibited at major auto shows. There appears to be a growing trend towards using more glass in architectural and automotive applications, including the introduction of panoramic roof systems and larger sunroofs for transportation vehicles. SPD-Smart technology can provide effective shading, glare control and heat management solutions for these larger glass areas. SPD-Smart windows have also begun to be used in yachts as well. The Company has also seen the adoption rate in terms of number of licensees, as well as the size of the organizations becoming licensees, increase. Also, products using SPD-Smart technology have begun to appear much more frequently at trade shows, conferences, and industry events, with such products not only being exhibited by our licensees, but also by their customers and by original equipment manufacturers. While there can be no assurance that these trends will continue, to the extent that they do continue, they each should have a beneficial effect on future fee income for the Company. In April 2004, SPD Inc., which was at that time, the sole manufacturer of SPD-Smart light control film and a subsidiary of Hankuk Glass Industries, a licensee of the Company, announced that it was ceasing its business activities. Therefore, sales of SPD-Smart products by licensees of the Company during most of 2004 were curtailed as these licensees filled customer orders out of existing inventory of SPD-Smart light control film made by SPD Inc. while awaiting production of the next-generation emulsion-based SPD- Smart light control film with improved performance characteristics. Based upon the reports by our licensees of their activities, the Company expects that next-generation SPD-Smart film will be available from multiple sources of supply in Asia, Europe and North America in 2005, with initial SPD film production on dedicated factory lines being available to end-product licensees early in 2005

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

Licensee Products Covered Territory

Air Products and SPD emulsions and films for other licensees (2003) Worldwide

Chemicals, Inc.

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

Asahi Glass Company      Sunroof glass for other licensees (2001)      Worldwide
(a sublicensee of its
subsidiary
AGC Automotive Americas
(f/k/a AP Technoglass Co.))

Avery Dennison Corp.     SPD displays (2001)                           Worldwide

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

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

Cricursa Cristales Curvados Architectural and automotive windows(2002) Worldwide


(except Korea)

Custom Glass Corporation  Windows and sunroofs for mass                Worldwide
                          transit trains/busses; SPD film         (except Korea)
                          lamination for other licensees (2003)

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


E.I. DuPont de Nemours   Architectural and automotive windows;SPD    Worldwide
       emulsions and films for other licensees (2004)

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

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

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

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

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

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

Innovative Glass Corp.   Architectural windows (2003)                 US,Canada,
                                                                      and Mexico

InspecTech Aero Service  Aircraft and marine windows and cabin        Worldwide
                         dividers (2001)                          (except Korea)

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

Kerros Limited           Automotive windows and sunroofs (2003)        Worldwide
                                                                  (except Korea)

for aftermarket and UK only for OEMs

Laminated Technologies Inc. SPD film lamination for

                            other licensees (2002)                     Worldwide


Leminur Limited          Architectural windows (2003)                 Russia and
                                                                    Countries of
                                                                   former Soviet
                                                                        Union

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

Nippon Sheet Glass Co., Ltd SPD film for other licensee (2004) Worldwide

Pilkington plc           SPD film lamination for other licensee (2004)Worldwide

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


Prelco Inc.              Architectural windows,train and bus windows  US,Canada,
                                                        (2004)       and Mexico

Saint-Gobain Glass France Architectural windows, automotive and other  Worldwide
                          transportation vehicle windows (other than     (except
                          aircraft and spacecraft), kitchen and laundry   Korea)
                          home appliance windows, and automotive sunvisors
                          and rear-view mirrors for cars, SUVs, light
                          trucks and other transportation vehicles (other
                          than as original equipment mirrors on heavy trucks,
                          busses, construction vehicles, firetrucks and other
                          vehicles in Class 5-8 or weighing over 16,000
                          pounds) (2003)

SmartGlass Ireland Ltd    Architectural windows (2004)                 Ireland

SPD Technologies, Inc.    Architectural windows (2002)                 Worldwide
(f/k/a Razor's Edge                                               (except Korea)
Technologies, Inc.)

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


(except Korea)

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

Traco, Inc.              Architectural windows (2003)                  Worldwide
                                                                  (except Korea)

Vision (Environmental    Architectural windows (2003)             United Kingdom
Innovation) Limited

Licensees of Research Frontiers who incorporate SPD technology into end-products will pay Research Frontiers a royalty of 5-15% of net sales of licensed products under license agreements currently in effect, and may also be required to pay Research Frontiers fees and minimum annual royalties. Licensees who sell products or components to other licensees of Research Frontiers do not pay a royalty on such sale and Research Frontiers will collect such royalty from the licensee incorporating such products or components into their own end- products. Research Frontiers' license agreements typically allow the licensee to terminate the license after some period of time, and give Research Frontiers only limited rights to terminate before the license expires. Most licenses are non-exclusive and generally last as long as our patents remain in effect. The license granted to Hankuk Glass Industries was exclusive within Korea for certain applications through December 2004. Hankuk Glass Industries remains a licensee of Research Frontiers even though their subsidiary, SPD Inc., has ceased business operations and production of SPD film. Global Mirror's license restricts new licenses from being granted in the truck mirror original equipment market for a period of time if certain sales milestones are met with respect to commercial vehicles in Classes 5 through 8 with gross vehicle weights in excess of 16,000 pounds. To date, the Company has not generated sufficient revenue from its licensees to fund its operations.

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

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

On March 15, 2005 the Company had twelve full-time employees, five of whom are technical personnel, and the rest of whom perform legal, marketing, investor relations, and administrative functions. Of these employees, two have obtained a doctorate in chemistry, one has a masters in chemistry, two have extensive industrial experience in electronics and electrical engineering, and one has majored in physics. Three employees also have additional postgraduate degrees in business administration. Also the Company's suppliers and licensees have people on their teams with advanced degrees in a number of areas relevant to the commercial development of products using the Company's technology. The success of the Company is dependent on, among other things, the services of its senior management, the loss of whose services could have a material adverse effect upon the prospects of the Company.

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

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

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

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

Electrochromic Technology: When compared to electrochromic windows and rear-view mirrors, which use a direct current voltage to alter the molecular structure of electrochromic materials (which can be in the form of either a liquid, gel or solid film) causing the material to darken, SPDs have numerous potential performance, manufacturing and cost advantages. In comparing the Company's SPD light valves to electrochromic technologies, SPDs are expected to have some or all of the following advantages:

- faster response time;
- consistent switching speed regardless of size of viewing area; lower estimated costs;
- more reliable performance over a wider temperature range;
- capability of achieving darker off-states;
- lower current drain;
- higher estimated battery life in applications where batteries are used;
- no "iris effect" (where light transmission changes first occur at the outer edges of a window or mirror and then work their way toward the center) when changing from clear to dark and back again;
- SPD technology is a film-based technology that can be applied to plastic as well as glass, and which can be applied to curved as well as flat surfaces.

Many companies with substantially greater resources than Research Frontiers such as 3M, Asahi Glass, Gentex Corp., Pilkington, PPG Industries, Saint-Gobain and other large corporations have pursued or are pursuing projects in the electrochromic area. Some of these companies have reported discontinuing or substantially curtailing their work on electrochromics due to technical problems and issues relating to the expense of these technologies. At least two companies, Saint- Gobain and Sage Electrochromics, Inc. are currently actively working to commercialize electrochromic window products.

Liquid Crystal Technology: To date, the main types of liquid crystal smart windows have been produced by Taliq Corp. (a subsidiary of Raychem Corp. which has since discontinued its liquid crystal operations and licensed its technology to others), Nippon Sheet Glass, Saint-Gobain Glass, Polytronix, Inc. and 3M (which has also reportedly discontinued its liquid crystal film making operations). These windows are very expensive and only change from a cloudy opaque milky-white to a hazy clear state, with no useful intermediate states. As compared to liquid crystal windows, SPD smart windows should:

- be less expensive to produce;
- have less haze;
- operate over a wider temperature range;
- use less power;
- absorb and shade light, rather than simply scattering it;
- permit an infinite number of intermediate states between a
- transparent state and a dark blue state, rather than being just "on" or "off" like LC windows.

In the flat panel display market, the Company also expects to compete against various display technologies that are currently being used commercially. In particular, the Company expects its SPD technology to compete on the basis of the performance characteristics with liquid crystal displays ("LCDs") and organic light emitting diodes ("OLEDs"). An LCD is generally similar in construction to an SPD display, but instead of a liquid or film suspension, it utilizes an organic material called a liquid crystal which, although comprised of molecules that flow like a liquid, has some of the characteristics of solid crystals. Like SPD displays, LCDs are "passive" devices which do not generate light, but merely reflect or modulate existing light. OLEDs emit light rather than transmit it, and unlike LCDs but similar to SPD displays, OLEDs promise to have wide viewing angles and low power consumption. However, several technological and manufacturing hurdles remain in the production of OLEDs including limited life expectancy, sensitivity to degradation from exposure to air and water, and cost. The market for flat panel displays was estimated by others to have been approximately $40 billion for 2003. The Company believes that some of its licensees may begin to challenge OLEDs and liquid crystal displays with SPDs for part of the flat panel display market during the next several years.

The Company believes that its SPD light valves and related technology has significant advantages over existing display devices and related technology. In comparison to existing twisted nematic type LCDs, the Company's SPD displays are believed to have:

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

With respect to other types of displays which emit their own light, such as light-emitting diodes (LEDs) and cathode ray tubes (CRTs), the Company's SPD light valves should have the advantages of lower power consumption and make possible larger displays that are easier to read in bright light.

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

In each of the last three fiscal years the Company has devoted substantially all of its time to the development of one class of products, namely SPD light control technology, and therefore revenue analysis by class is not provided herein.

The Company does not believe that future sales will be seasonal in any material respect. Due to the nature of the Company's business operations and the fact that the Company is not presently a manufacturer, there is no backlog of orders for the Company's products.

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

Research and Development

As a result of the Company's research and development efforts, the Company believes that its SPD light valves will be usable in a number of commercial products. Such products may include one or more of the following fields: "smart" windows, variable light transmission eyewear such as sunglasses and goggles, self-dimmable automotive sunroofs, sunvisors and mirrors, and instruments and other information displays that use digits, letters, graphic images, or other symbols to supply information, including scientific instruments, aviation instruments, automobile dashboard displays and, if certain improvements can be made in various features of the Company's SPD light valves, portable computer displays and flat panel television displays. The Company believes that most of its research and development efforts have applicability to products that may incorporate the Company's technology. Based upon the current SPD-Smart products being sold by various of its licensees, the Company believes that the state of development of its technology is sufficiently advanced, but that further improvements will result in accelerated market penetration. The Company intends to continue its research and development efforts for the foreseeable future to improve its SPD light valve technology and thereby assist our licensees in the product development, sales and marketing of various existing and new SPD-Smart products.

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

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

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

Research Frontiers incurred about $1,682,000, $1,909,000, and $1,859,000 during the years ended December 31, 2004, 2003, and 2002, respectively, for research and development. Research Frontiers plans to engage in substantial continuing research and development activities.

Patents and Proprietary Information

The Company has 30 United States patents in force, and six United States patent applications are pending. The Company's United States patents expire at various dates from 2006 through 2023. The Company has approximately 213 issued foreign patents and 197 foreign and international patent applications pending. The Company's foreign patents expire at various dates from 2005 through 2021. The Company believes that its SPD light valve technology is adequately protected by its patent position and by its proprietary technological know-how. However, the validity of the Company's patents has never been contested in any litigation. To a lesser extent, the Company relies on trade secrets and nondisclosure agreements to protect its technology. The Company generally requires any employee, consultant, or licensee having access to its confidential information to execute an agreement whereby such person agrees to keep such information confidential.

Rights Plan

In February 2003, the Company's Board of Directors adopted a Stockholders' Rights Plan and declared a dividend distribution of one Right for each outstanding share of Company common stock to stockholders of record at the close of business on March 3, 2003. Subject to certain exceptions listed in the Rights Plan, if a person or group has acquired beneficial ownership of, or commences a tender or exchange offer for, 15% or more of the Company's common stock, unless redeemed by the Company's Board of Directors, each Right entitles the holder (other than the acquiring person) to purchase from the Company $120 worth of common stock for $60. If the Company is merged into, or 50% or more of its assets or earning power is sold to, the acquiring company, the Rights will also enable the holder (other than the acquiring person) to purchase $120 worth of common stock of the acquiring company for $60. The Rights will expire at the close of business on February 18, 2013, unless the Rights Plan is extended by the Company's Board of Directors or unless the Rights are earlier redeemed by the Company at a price of $.0001 per Right. The Rights are not exercisable during the time when they are redeemable by the Company. The above description highlights some of the features of the Company's Rights Plan and is not a complete description of the Rights Plan. A more detailed description and a copy of the Rights Plan is available from the Company upon request.

ITEM 2. PROPERTIES

The Company recently expanded its facilities, extended its lease, and currently occupies approximately 9,500 square feet of space at an annual rental which in 2004 was approximately $168,000 for its executive office and research facility at 240 Crossways Park Drive, Woodbury, New York 11797 under a lease expiring January 31, 2014. The Company believes that its space, including its laboratory facilities, is adequate for its present needs.

ITEM 3. LEGAL PROCEEDINGS

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

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

None

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY,RELATED STOCK HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

(1) The Company's common stock is traded on the NASDAQ National Market. As of March 15, 2005, there were 13,812,559 shares of common stock outstanding.

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

Quarter Ended             Low         High
March 31, 2003           4.28         9.51
June 30, 2003            5.82        14.09
September 30, 2003      11.09        17.20
December 31, 2003        8.33        12.66
March 31, 2004           8.28        13.98
June 30, 2004            6.94        11.55
September 30, 2004       5.13         7.60
December 31, 2004        5.65         7.96

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

(b) Approximate Number of Security Holders

As of March 15, 2005, there were 627 holders of record of the Company's common stock. The Company estimates that there are approximately 8,500 beneficial holders of the Company's common stock.

(c) Dividends

The Company did not pay dividends on its common stock in 2004 and does not expect to pay any cash dividends in the foreseeable future. There are no restrictions on the payment of dividends.

(d) Issuer Purchases of Equity Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

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

Year ended December 31, 2004 2003 2002 2001 2000 Statement of Operations Data:
Fee income $201,321 $258,187 $217,519 $ 142,002 $ 333,652 Operating expenses (1) 2,633,534 2,537,317 2,631,139 3,155,305 3,375,638

 Research & development(1)1,682,624  1,908,753  1,859,030  2,223,425  2,270,584
 Charge for reduction in
  value of investment
  in SPD Inc.(2)            165,501    615,200         --         --         --
 Non-recurring non-cash
  compensation expense (3)       --         --         --         --  3,133,748
                          4,481,659  5,061,270  4,490,169  5,378,730  8,779,970
 Operating loss          (4,280,338)(4,803,083)(4,272,650)(5,236,728)(8,446,318)
 Net investment income (4)   17,597     30,775    321,534    696,058    878,518

 Net loss                (4,262,741)(4,772,308)(3,951,116)(4,540,670)(7,567,800)

Basic and diluted net loss
 per common share              (.33)      (.38)      (.33)      (.38)      (.63)
 Dividends per share             --         --         --         --         --

                                           As of December 31,
                             2004        2003     2002       2001      2000
Balance Sheet Data:
 Total current assets   $2,716,964 $5,322,083 $5,293,629 $8,272,677 $15,358,819
 Total assets            2,860,673  5,690,270  6,267,051  9,324,902  15,729,127

Long-term debt, including
accrued interest -- -- -- -- -- Total shareholders'equity2,392,303 5,469,427 5,974,466 9,049,920 14,737,917

(1) During 2002, the Company reclassified costs associated with patents and patent applications from research and development expenses to operating expenses. The amount of patent costs reclassified from research and development expense to operating expense for the years ended December 31, 2001 and 2000 was approximately $411,000 and $348,000, respectively.

(2) Reflects a non-cash charge against income of $615,200 recorded by the Company in the first quarter of 2003 to reflect a reduction in the value of its investment in SPD Inc. determined based upon recent financing activity of SPD Inc. The Company also recorded a further non-cash charge against income of $209,704 during the first quarter of 2004. During the fourth quarter of 2004, the Company received a payment of $44,203 as part of a liquidation distribution made by SPD Inc. to its shareholders, resulting in a total net non-cash charge against income of $165,501 in 2004.

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

(4) Net investment income for 2002 includes $64,608 of interest income received from officers of the Company upon payment of notes receivable.

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

Critical Accounting Policies

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

The Company has entered into a number of license agreements covering potential products using the Company's SPD technology. The Company receives fees and minimum annual royalties under certain license agreements and records fee income on a ratable basis each quarter. In instances when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognizes fee income as the amounts have been earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred revenue.

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

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

The Company has historically used the Black-Scholes option- pricing model to determine the estimated fair value of each option grant. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected lives, and risk-free interest rates. These assumptions reflect our best estimates, but these items involve uncertainties based on market conditions generally outside of our control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Furthermore, if management uses different assumptions in future periods, stock-based compensation expense could be materially impacted in future years.

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

The Company applied the cost method of accounting for its minority equity interest in SPD Inc., a subsidiary of Hankuk Glass Industries, Inc. Because no public market existed for the common stock of SPD Inc., the Company reviewed the operating performance, financing and forecasts for such entity in assessing the net realizable value of this investment. During 2003, the Company recorded total non-cash accounting charges of $615,200 against income to reflect a reduction in the value of its investment in SPD Inc. These non-cash charges were determined as follows: During the first quarter of 2003, the Company recorded a non-cash charge against income of $255,200 to reflect a reduction in the value of its investment in SPD Inc. determined based upon recent financing activity of SPD Inc. The Company also recorded a further non-cash charge against income of $360,000 as of the end of 2003 to reflect a reduction in the value of its investment in SPD Inc. determined based upon its review of the financial position and results of operations of SPD Inc. as of and for the year ended December 31, 2003. On April 28, 2004, SPD Inc. informed the Company that it was planning to sell its equipment and other assets and cease its business activities. As a result, the Company wrote off its entire remaining investment in SPD Inc. of $209,704 in the first quarter of 2004. During the fourth quarter of 2004, the Company received a payment of $44,203 as part of a liquidation distribution made by SPD Inc. to its shareholders, resulting in a total net non-cash charge against income of $165,501 in 2004.

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

Results of Operations

Year ended December 31, 2004 Compared to the Year ended December 31, 2003

The Company's fee income from licensing activities for 2004 was $201,321, as compared to $258,187 for 2003. This difference in fee income was primarily the result of the timing and amount of minimum annual royalties paid, and the date of receipt of such payment on certain license agreements, by end-product licensees. Certain license fees, which are paid to the Company in advance of the accounting period in which they are earned resulting in the recognition of deferred revenue for the current accounting period, will be recognized as fee income in future periods. Also, licensees may offset some or all of their royalty payments on sales of licensed products for a given period by applying these advance payments towards such earned royalty payments.

Operating expenses increased by $96,217 for 2004 to $2,633,534 from $2,537,317 for 2003. This increase was primarily the result of higher accounting fees (representing a $201,050 increase), insurance, partially offset by lower payroll, marketing, legal, patent, depreciation, consulting and directors expenses.

Research and development expenditures decreased by $226,129 to $1,682,624 for 2004 from $1,908,753 for 2003. This decrease was primarily the result of decreased payroll and depreciation expenses, partially offset by higher insurance expenses, and rent.

Investment income for 2004 was $17,597 as compared to a net gain from its investing activities of $30,775 for 2003. Investment income for 2004 was $30,097 prior to a write-down of $12,500 in the Company's investment in common stock of ThermoView Industries.

During 2004, the Company recorded total non-cash accounting charges of $165,501 against income to reflect a reduction in the value of its investment in SPD Inc. Of this, the Company recorded a non- cash charge against income of $209,704 during the first quarter of 2004. During the fourth quarter of 2004, the Company received a payment of $44,203 as part of a liquidation distribution made by SPD Inc. to its shareholders, resulting in a total net non-cash charge against income of $165,501 in 2004. During 2003, the Company recorded total non-cash accounting charges of $615,200 against income to reflect a reduction in the value of its investment in SPD Inc. These non-cash charges were determined as follows: During the first quarter of 2003, the Company recorded a non-cash charge against income of $255,200 to reflect a reduction in the value of its investment in SPD Inc. determined based upon recent financing activity of SPD Inc. The Company also recorded a further non-cash charge against income of $360,000 as of the end of 2003 to reflect a reduction in the value of its investment in SPD Inc. determined based upon its review of the financial position and results of operations of SPD Inc. as of and for the year ended December 31, 2003.

As a consequence of the factors discussed above, the Company's net loss was $4,262,741 ($0.33 per share) for 2004 as compared to $4,772,308 ($0.38 per share) for 2003.

Year ended December 31, 2003 Compared to the Year ended December 31, 2002

The Company's fee income from licensing activities for 2003 was $258,187, as compared to $217,519 for 2002. This increase was primarily a result of new license agreements entered into in 2003 and scheduled increases in minimum annual royalties paid by some end- product licensees. Certain license fees, which are paid to the Company in advance of the accounting period in which they are earned resulting in the recognition of deferred revenue. Such revenue will be recognized as fee income in future periods. Also, licensees may offset some or all of their royalty payments on sales of licensed products for a given period by applying these advance payments towards such earned royalty payments.

Operating expenses decreased by $93,822 for 2003 to $2,537,317 from $2,631,139 for 2002. This decrease was primarily the result of decreased expenses in connection with market research, public relations, consulting, travel and patent expenses, partially offset by increases in salaries, legal fees, reserves against the collection of future receivables, non-cash directors expenses resulting from the cashless exercise of stock options of $40,987, and insurance costs.

Research and development expenditures increased by $49,723 to $1,908,753 for 2003 from $1,859,030 for 2002. This increase was primarily the result of increased payroll expenses primarily from performance bonuses paid to non-management employees and higher insurance costs.

Investment income for 2003 was $30,775 as compared to a net gain from its investing activities of $256,926 for 2002. This difference was primarily due to a lower level of average investment balances in 2003 compared to 2002, and lower interest rates. In addition, during 2002 the Company recorded $64,608 of interest income on notes receivable from its officers which were repaid in the fourth quarter, while no such interest income was recorded for 2003 as no loans to officers were outstanding.

During 2003, the Company recorded total non-cash accounting charges of $615,200 against income to reflect a reduction in the value of its investment in SPD Inc. These non-cash charges were determined as follows: During the first quarter of 2003, the Company recorded a non-cash charge against income of $255,200 to reflect a reduction in the value of its investment in SPD Inc. determined based upon recent financing activity of SPD Inc. The Company also recorded a further non-cash charge against income of $360,000 as of the end of 2003 to reflect a reduction in the value of its investment in SPD Inc. determined based upon its review of the financial position and results of operations of SPD Inc. as of and for the year ended December 31, 2003.

As a consequence of the factors discussed above, the Company's net loss was $4,772,308 ($0.38 per share) for 2003 as compared to $3,951,116 ($0.33 per share) for 2002.

Financial Condition, Liquidity and Capital Resources

During 2004, the Company's cash and cash equivalent balance decreased by $2,470,227 principally as a result of cash used to fund the Company's operating activities of $3,609,070, offset by $1,162,602 of proceeds received, net of expenses, from the issuance of common stock upon the exercise of options and warrants. At December 31, 2004, the Company had working capital of $2,248,594 and its shareholders' equity was $2,392,303.

The Company occupies premises under an operating lease agreement which expires on January 31, 2014 and requires minimum annual rent which rises over the term of the lease to approximately $138,269.

On October 1, 1998, the Company announced that Ailouros Ltd., a London-based institutional money management fund, committed to purchase up to $15 million worth of common stock of the Company through December 31, 2001. This commitment was in the form of a Class A Warrant issued to Ailouros Ltd. which gave the Company the option in any three-month period to deliver a put notice to Ailouros requiring them to purchase an amount of common stock specified by the Company at a price equal to the greater of (A) 92% of the seven- day average trading price per share of common stock, or (B) a minimum or "floor" price per share set by the Company from time to time. The pricing was initially subject to an overall cap of $15 per share, which cap was eliminated by mutual agreement so that the Company could put stock to Ailouros at selling prices in excess of $15 per share. However, the Company was not required to sell any shares under the agreement. Before the beginning of each of a series of three- month periods specified by the Company, the Company determined the amount of common stock that the Company wished to issue during such three-month period. The Company also set the minimum selling or "floor" price, which could be reset by the Company in its sole discretion prior to the beginning of any subsequent three-month period. Therefore, at the beginning of each three-month period, the Company would determine how much common stock, if any, would be sold (the amount of which could range from $0 to $1.5 million during such three-month period), and the minimum selling price per share. In March 2000, Ailouros agreed to expand its commitment beyond the original $15 million, thereby giving the Company the right to raise additional funds from Ailouros so long as the Company did not have to issue more shares than were originally registered with the Securities and Exchange Commission, and in December 2001 the expiration date of the Class A Warrant was extended to December 31, 2003. In December 2003, this expiration date for the Class A Warrant was further extended to December 31, 2005. As of March 31, 2004, the Company issued the remaining 99,417 shares registered and available for issuance under the Class A Warrant, resulting in net proceeds of approximately $1 million in the quarter ended March 31, 2004. Thus, Ailouros has no further obligation to provide funding to the Company. As noted below, no additional funding is projected to be required by the Company in order to maintain its current levels of expenditures for research and development, market development and other operations until the first quarter of 2007.

During the second quarter of 2001, the Company, through its wholly- owned subsidiary, SPD Enterprises, Inc., invested approximately $750,000 for a minority equity interest in SPD Inc., a subsidiary of Hankuk Glass Industries Inc., Korea's largest glass manufacturer, which was dedicated exclusively to the production of suspended particle device (SPD) light-control film and a wide variety of end- products using SPD film. In April 2003, the Company's wholly- owned subsidiary, SPD Enterprises, Inc., invested $74,902 in SPD Inc., raising its equity ownership from 6.67% to 6.91%. SPD Inc.'s parent company invested at the same time and at the same price, $748,931 , raising its equity ownership in SPD Inc. from 66.67% to 69.09%. During 2003, the Company recorded total non-cash accounting charges of $615,200 against income to reflect a reduction in the value of its investment in SPD Inc. These non-cash charges were determined as follows: During the first quarter of 2003, the Company recorded a non-cash charge against income of $255,200 to reflect a reduction in the value of its investment in SPD Inc. determined based upon recent financing activity of SPD Inc. The Company also recorded a further non-cash charge against income of $360,000 as of the end of 2003 to reflect a reduction in the value of its investment in SPD Inc. determined based upon its review of the financial position and results of operations of SPD Inc. as of and for the year ended December 31, 2003. On April 28, 2004, SPD Inc. informed the Company that it was planning to sell its equipment and other assets and cease its business activities. As a result, the Company wrote off its entire remaining investment in SPD Inc. of $209,704 in the first quarter of 2004. During the fourth quarter of 2004, the Company received a payment of $44,203 as part of a liquidation distribution made by SPD Inc. to its shareholders, resulting in a total net non-cash charge against income of $165,501 in 2004.

In February 2005, the Company raised $5 million in net proceeds in connection with the registered sale to institutional investors of one million shares of its common stock and the issuance of five-year warrants to purchase 200,000 shares of common stock at an exercise price of $7.50 per share.

The Company expects to use its cash to fund its research and development of SPD light valves and for other working capital purposes. The Company's working capital and capital requirements depend upon numerous factors, including the results of research and development activities, competitive and technological developments, the timing and cost of patent filings, the development of new licensees and changes in the Company's relationships with its existing licensees. The degree of dependence of the Company's working capital requirements on each of the foregoing factors cannot be quantified; increased research and development activities and related costs would increase such requirements; the addition of new licensees may provide additional working capital or working capital requirements, and changes in relationships with existing licensees would have a favorable or negative impact depending upon the nature of such changes. Based upon existing levels of cash expenditures, existing cash reserves and budgeted revenues, the Company believes that it would not require additional funding until the first quarter of 2007. There can be no assurance that expenditures will not exceed the anticipated amounts or that additional financing, if required, will be available when needed or, if available, that its terms will be favorable or acceptable to the Company. Eventual success of the Company and generation of positive cash flow will be dependent upon the extent of commercialization of products using the Company's technology by the Company's licensees and payments of continuing royalties on acc\ount thereof.

Inflation

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

New Accounting Standards

In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123R "Share Based Payment," which replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R requires that the cost resulting from all share-based payment transactions be recognized in the consolidated financial statements. This statement applies to all share-based payment transactions in which an entity acquires goods or services by issuing its shares, options or other equity instruments. This statement establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees, except for equity instruments held by employee share ownership plans. This statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005, which will be the Company's third quarter. The Company expects that the adoption of SFAS No. 123R could have a material effect on the Company's consolidated financial statements, depending upon the number and terms of stock options issued by the Company in the future.

Related Party Transactions

None.

Forward Looking Statements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements listed in Item 15(a)(1) and
(2) are included in this Report beginning on page F-1.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10- K, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company's periodic SEC filings. There were no significant changes in the Company's internal control over financial reporting during the quarterly period ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2004. Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by KPMG, an independent registered public accounting firm, as stated in their report, which is included herein.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company has adopted a code of ethics applicable to its Chief Executive Officer, Chief Operating Officer, Treasurer and Chief Financial Officer, any Vice President and other employees of the Company with important roles in the financial reporting process. This Code of Ethics was adopted by the entire Board of Directors of the Company, including all of its Audit Committee members, in March 2004 in accordance with the requirements of the Sarbanes Oxley Act. The code of ethics is available on the Company's website at www.SmartGlass.com and was also filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The Company intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any amendment to, or waiver from, a provision of this code of ethics by posting such information on the website specified above.

The other information required by this Item 10 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the Commission on or before April 30, 2005, in connection with the Company's Annual Meeting of Stockholders scheduled to be held on June 9, 2005.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the Commission on or before April 30, 2005, in connection with the Company's Annual Meeting of Stockholders scheduled to be held on June 9, 2005. Notwithstanding anything to the contrary set forth herein or in any of the Company's past or future filings with the Securities and Exchange Commission that might incorporate by reference the Company's definitive Proxy Statement, in whole or in part, the report of the compensation committee and the stock price performance graph contained in such definitive Proxy Statement shall not be incorporated by reference into this Annual Report on Form 10-K or in any other such filings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item 12 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the Commission on or before April 30, 2005, in connection with the Company's Annual Meeting of Stockholders scheduled to be held on June 9, 2005.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 13 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the Commission on or before April 30, 2005, in connection with the Company's Annual Meeting of Stockholders scheduled to be held on June 9, 2005.

PART IV

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the Commission on or before April 30, 2005, in connection with the Company's Annual Meeting of Stockholders scheduled to be held on June 9, 2005.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

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

Reports of Independent Registered Public Accounting Firm . . . . . .      F-1

Consolidated Financial Statements:
    Consolidated Balance Sheets,
         December 31, 2004 and 2003. . . . . . . . . . . . . . . . .      F-4

    Consolidated Statements of Operations,
         Years ended December 31, 2004, 2003 and 2002. . . . . . . .      F-5

    Consolidated Statements of Shareholders' Equity,
         Years ended December 31, 2004, 2003 and 2002. . . . . . . .      F-6

    Consolidated Statements of Cash Flows,
         Years ended December 31, 2004, 2003 and 2002. . . . . . . .      F-7

Notes to Consolidated Financial Statements . . . . . . . . . . . . .      F-8

     All schedules are omitted because they are not applicable, or not
required, or because the required information is included in the
consolidated financial statements or notes thereto.
(a)(3)     Exhibits                                                    Page

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

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

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

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

4.2.2   Rights Agreement dated as of February 18, 2003 between
        Research Frontiers Incorporated and Continental Stock
        Transfer & Trust Company, as Rights Agent, which includes
        as Exhibit A thereto the Form of Rights Certificate.
        Previously filed as an Exhibit to the Company's Registration
        Statement on Form 8-A dated February 24, 2003, and
        incorporated herein by reference.

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

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

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

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

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

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

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

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

10.5.3  Third Amendment to Lease dated July 14, 1998 between the
        Company and Industrial and Research Associates Co.
        Previously filed as an exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31,
        1998 and incorporated herein by reference.

10.5.4  Fourth Amendment to Lease dated January 13, 2004 between
        the Company and Industrial and Research Associates Co.
        Previously filed as an exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31,
        2003 and incorporated herein by reference.

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

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

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

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

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

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

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

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

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

10.15   License Agreement effective as of March 21, 2000 between
        the Company and ThermoView Industries, Inc. Previously
        filed as an Exhibit to the Company's Annual Report on Form
        10-K for the fiscal year ended December 31, 1999 with
        portions omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the Securities
        and Exchange Commission, and incorporated herein by
        reference.
10.16   License Agreement effective as of May 23, 2000 between the
        Company and Polaroid Corporation. Previously filed as an
        Exhibit to the Company's Quarterly Report on Form 10-Q for
        the fiscal quarter ended June 30, 2000 with portions omitted
        pursuant to the Registrant's request for confidential treatment
        and filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

10.17   License Agreement effective as of February 16, 2001 between
        the Company and AP Technoglass Co. Previously filed as an
        Exhibit to the Company's Annual Report on Form 10-K for
        the fiscal year ended December 31, 2001 with portions
        omitted pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

10.18   License Agreement effective as of March 21, 2001 between
        the Company and InspecTech Aero Service, Inc. Previously
        filed as an Exhibit to the Company's Annual Report on Form
        10-K for the fiscal year ended December 31, 2001 with
        portions omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the Securities
        and Exchange Commission, and incorporated herein by
        reference.

10.19   License Agreement effective as of March 28, 2001 between
        the Company and Film Technologies International, Inc.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31,
        2001 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately with
        the Securities and Exchange Commission, and incorporated
        herein by reference.

10.20   License Agreement effective as of November 29, 2001
        between the Company and Avery Dennison Corporation.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31,
        2001 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately with
        the Securities and Exchange Commission, and incorporated
        herein by reference.

10.21   License Agreement effective as of February 4, 2002 between
        the Company and BOS GmbH & Co. KG. Previously filed as
        an Exhibit to the Company's Annual Report on Form 10-K
        for the fiscal year ended December 31, 2001 with portions
        omitted pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

10.22   License Agreement effective as of March 11, 2002 between
        the Company and Isoclima S.p.A. Previously filed as an
        Exhibit to the Company's Annual Report on Form 10-K for
        the fiscal year ended December 31, 2001 with portions
        omitted pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

10.23   License Agreement effective as of July 2, 2002 between the
        Company and Isoclima S.p.A. Previously filed as an Exhibit
        to the Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 2002 with portions omitted
        pursuant to the Registrant's request for confidential treatment
        and filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

10.24   License Agreement effective as of August 19, 2002 between
        the Company and Razor's Edge Technologies, Inc. Previously
        filed as an Exhibit to the Company's Annual Report on Form
        10-K for the fiscal year ended December 31, 2002 with
        portions omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the Securities
        and Exchange Commission, and incorporated herein by
        reference.

10.25   License Agreement effective as of October 7, 2002 between
        the Company and American Glass Products (Glass
        Technology Investment Ltd.). Previously filed as an Exhibit
        to the Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 2002 with portions omitted
        pursuant to the Registrant's request for confidential treatment
        and filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

10.26   License Agreement effective as of October 7, 2002 between
        the Company and SPD Systems, Inc. Previously filed as an
        Exhibit to the Company's Annual Report on Form 10-K for
        the fiscal year ended December 31, 2002 with portions
        omitted pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

10.27   License Agreement effective as of October 24, 2002 between
        the Company and Cricursa Cristales Curvados S.A.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31,
        2002 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately with
        the Securities and Exchange Commission, and incorporated
        herein by reference.

10.28   License Agreement effective as of December 9, 2002 between
        the Company and BRG Group, Ltd. Previously filed as an
        Exhibit to the Company's Annual Report on Form 10-K for
        the fiscal year ended December 31, 2002 with portions
        omitted pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

10.29   License Agreement effective as of December 13, 2002
        between the Company and Laminated Technologies Inc.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December 31,
        2002 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately with
        the Securities and Exchange Commission, and incorporated
        herein by reference.

 10.30  License Agreement effective as of April 17, 2003 between the
        Company and Custom Glass Corporation. Previously filed as
        an Exhibit to the Company's Annual Report on Form 10-K/A
        for the fiscal year ended December 31, 2003 with portions
        omitted pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

10.31   License Agreement effective as of May 2, 2003 between the
        Company and Air Products and Chemicals, Inc. Previously
        filed as an Exhibit to the Company's Annual Report on Form
        10-K/A for the fiscal year ended December 31, 2003 with
        portions omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the Securities
        and Exchange Commission, and incorporated herein by
        reference.

10.32   License Agreement effective as of May 30, 2003 between the
        Company and Kerros Limited. Previously filed as an Exhibit
        to the Company's Annual Report on Form 10-K/A for the
        fiscal year ended December 31, 2003 with portions omitted
        pursuant to the Registrant's request for confidential treatment
        and filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

10.33   License Agreement effective as of June 6, 2003 between the
        Company and Traco, Inc. Previously filed as an Exhibit to the
        Company's Annual Report on Form 10-K/A for the fiscal
        year ended December 31, 2003 with portions omitted
        pursuant to the Registrant's request for confidential treatment
        and filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.34  License Agreement effective as of June 16, 2003 between the
        Company and Saint-Gobain Glass France S.A. Previously
        filed as an Exhibit to the Company's Annual Report on Form
        10-K/A for the fiscal year ended December 31, 2003 with
        portions omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the Securities
        and Exchange Commission, and incorporated herein by
        reference.

 10.35  License Agreement effective as of August 1, 2003 between
        the Company and Vision (Environmental Innovation)
        Limited. Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K/A for the fiscal year ended
        December 31, 2003 with portions omitted pursuant to the
        Registrant's request for confidential treatment and filed
        separately with the Securities and Exchange Commission, and
        incorporated herein by reference.

10.36   License Agreement effective as of November 13, 2003
        between the Company and Innovative Glass Corporation.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K/A for the fiscal year ended December
        31, 2003 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately with
        the Securities and Exchange Commission, and incorporated
        herein by reference.

10.37   License Agreement effective as of December 11, 2003
        between the Company and Leminur Limited. Previously filed
        as an Exhibit to the Company's Annual Report on Form 10-
        K/A for the fiscal year ended December 31, 2003 with
        portions omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the Securities
        and Exchange Commission, and incorporated herein by
        reference.

10.38   License Agreement effective as of March 25, 2004 between
        the Company and Pilkington plc. 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.

10.39   License Agreement effective as of April 5, 2004 between the
        Company and SmartGlass Ireland Ltd. Filed herewith with
        portions of this document omitted pursuant to the Registrant's
        request for confidential treatment and filed separately with
        the Securities and Exchange Commission, and incorporated
        herein by reference.

10.40   License Agreement effective as of April 8, 2004 between the
        Company and Prelco 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.

10.41   License Agreement effective as of April 13, 2004 between the
        Company and E. I. Dupont De Nemours and Company. 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.

10.42   License Agreement effective as of September 3, 2004
        between the Company and Nippon Sheet Glass Co., Ltd. Filed
        herewith with portions of this document omitted pursuant to
        the Registrant's request for confidential treatment and filed
        separately with the Securities and Exchange Commission, and
        incorporated herein by reference.

14      Code of Ethics of Research Frontiers Incorporated. Previously
        filed as an Exhibit to the Company's Annual Report on Form
        10-K for the fiscal year ended December 31, 2003, and
        incorporated herein by reference.

21      Subsidiaries of the Registrant - SPD Enterprises, Inc.

23      Consent of KPMG LLP - Filed herewith.

31.1    Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe-Filed herewith.

31.2   Rule 13a-14(a)/15d-14(a) Certification of Joseph M.Harary-Filed herewith.

32.1    Section 1350 Certification of Robert L. Saxe- Filed herewith.

32.2    Section 1350 Certification of Joseph M. Harary- Filed herewith.

* Executive Compensation Plan or Arrangement.

(b) Reports on Form 8-K:

None


SIGNATURES

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

RESEARCH FRONTIERS INCORPORATED
(Registrant)

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


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

Dated:  March 15, 2005

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

Signature                     Position            Date

/s/Robert M. Budin            Director            March 15, 2005
   Robert M. Budin

/s/Joseph M. Harary           Director,President, March 15, 2005
   Joseph M. Harary                   Treasurer

/s/Victor F. Keen             Director            March 15, 2005
   Victor F. Keen

/s/Albert P. Malvino          Director            March 15, 2005
   Albert P. Malvino

/s/Robert L. Saxe             Director, Chairman  March 15, 2005
   Robert L. Saxe

           Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors
Research Frontiers Incorporated:

We have audited the accompanying consolidated balance sheets of Research Frontiers Incorporated and subsidiary as of December 31, 2004 and 2003, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Research Frontiers Incorporated and subsidiary as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Research Frontiers Incorporated's internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2005 expressed an unqualified opinion on management's assessment of, and the effective operation of, internal control over financial reporting.

                              /s/ KPMG LLP

Melville, New York
March 15, 2005



Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors
Research Frontiers Incorporated

We have audited management's assessment, included in the accompanying Management's Report on Internal Controls Over Financial Reporting, that Research Frontiers Incorporated and subsidiary (the Company) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Research Frontiers Incorporated and subsidiary as of December 31, 2004 and 2003, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, and our report dated March 15, 2005 expressed an unqualified opinion on those consolidated financial statements.

                           /s/ KPMG LLP

Melville, New York
March 15, 2005



RESEARCH FRONTIERS INCORPORATED

                       Consolidated Balance Sheets

                       December 31, 2004 and 2003

                         Assets                          2004           2003
Current assets:
  Cash and cash equivalents                           $  2,602,063  5,072,290
  Marketable investment securities-available for sale           --      7,875
  Royalty receivables, net of reserves of $82,522
    in 2004 and $50,000 in 2003                             54,544    159,891
  Prepaid expenses and other current assets                 60,357     82,027
                 Total current assets                    2,716,964  5,322,083

Investment in SPD Inc.                                          --    209,704
Fixed assets, net                                          121,104    135,878
Deposits                                                    22,605     22,605

                 Total assets                      $     2,860,673  5,690,270

          Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                                 $       116,440       85,821
  Deferred revenue                                          10,000       23,683
  Accrued expenses and other                               341,930      111,339

                 Total current liabilities                 468,370      220,843

Shareholders' equity:
  Common stock, par value $0.0001 per share;
     authorized 100,000,000 shares, issued and
    outstanding 12,812,559 and 12,683,413 shares
      for 2004 and 2003                                      1,281        1,268
  Additional paid-in capital                            57,576,388   56,395,409
  Accumulated other comprehensive loss                          --       (4,625)
  Accumulated deficit                                  (55,185,366) (50,922,625)

                 Total shareholders' equity              2,392,303    5,469,427

Commitments (note 11)

    Total liabilities and shareholders' equity     $     2,860,673    5,690,270

See accompanying notes to consolidated financial statements.


RESEARCH FRONTIERS INCORPORATED

Consolidated Statements of Operations

Years ended December 31, 2004, 2003 and 2002

                                         2004        2003          2002

Fee income                $           201,321     258,187       217,519

Operating expenses                  2,633,534   2,537,317     2,631,139
Research and development            1,682,624   1,908,753     1,859,030
Charge for reduction in value
 of investment in SPD Inc.            165,501     615,200            --
                                    4,481,659   5,061,270     4,490,169

          Operating loss           (4,280,338) (4,803,083)   (4,272,650)

Net investment income                  17,597      30,775       256,926

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

          Net loss         $       (4,262,741) (4,772,308)   (3,951,116)

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

Weighted average number of
common shares outstanding          12,792,091  12,436,879    12,152,506

See accompanying notes to consolidated financial statements.


RESEARCH FRONTIERS INCORPORATED
Statements of Shareholders' Equity
Years ended December 31, 2004, 2003 and 2002

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


Balance,December 31,2001 12,108,195  1,211 51,359,036 (42,199,201)       -- 41,835 (152,961) 9,049,920
Issuance of common stock    297,875     30  3,011,021          --        --     --       --  3,011,051
Purchase of treasury stock       --     --         --          --(2,354,608)    --       -- (2,354,608)
Retirement oftreasury stock(190,441)   (19)(2,354,589)         -- 2,354,608     --       --         --
Comprehensive loss:
Net loss                         --     --         --  (3,951,116)       --     --       -- (3,951,116)
Unrealized loss on available-
 for-sale securities             --     --         --          --        --(43,085)      --    (43,085)
   Total Comprehensive Loss                                                                 (3,994,201)
Loan repayment from officers     --     --         --          --        --     --  152,961    152,961
Issuance of stock, options and warrants
 for services performed         250     --    109,343          --        --     --       --    109,343
Balance,December 31,2002 12,215,879 $1,222 52,124,811 (46,150,317)       -- (1,250)      --  5,974,466
Issuance of common stock    460,025     46  4,201,711          --        --     --       --  4,201,757
Comprehensive loss:
Net loss                         --     --         --  (4,772,308)       --     --       -- (4,772,308)
Unrealized loss on available-
 for-sale securities             --     --         --          --        -- (3,375)      --     (3,375)
   Total Comprehensive Loss                                                                 (4,775,683)
Issuance of stock, options and warrants
 for services performed       7,509     --     68,887          --        --     --       --     68,887
Balance,December 31,2003 12,683,413 $1,268 56,395,409 (50,922,625)       -- (4,675)      --  5,469,427
Issuance of common stock    127,417     13  1,162,589          --        --     --       --  1,162,602
Comprehensive loss:
Net loss                         --     --         --  (4,262,741)       --     --       -- (4,262,741)
Unrealized loss on available-
 for-sale securities             --     --         --          --        --  4,675      --       4,675
   Total Comprehensive Loss                                                                 (4,258,116)
Issuance of stock, options and warrants
 for services performed       1,729     --     18,390          --        --     --       --     18,390
Balance,December 31,2004 12,812,559 $1,281 57,576,388 (55,185,366)       --     --       --  2,392,303

See accompanying notes to financial statements.

RESEARCH FRONTIERS INCORPORATED

Consolidated Statements of Cash Flows Years ended December 31, 2004, 2003 and 2002

                                                   2004        2003        2002
Cash flows from operating activities:
 Net loss                                     $(4,262,741)(4,772,308)(3,951,116)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                   82,736    112,092    114,170
   Provision for uncollectible royalty receivables 32,522     50,000         --
   Charge for reduction in value of
    investment in SPD Inc.                        165,501    615,200         --
   Expense relating to cashless
    exercise of stock options                      15,707     40,987         --
   Expense relating to issuance of stock, options
    and warrants for services performed             2,683     27,900    109,343
   Impairment loss on marketable securities        12,500         --     37,500
   Changes in assets and liabilities:
    Royalty receivables                            72,825    (71,744)  (100,647)
    Prepaid expenses and other current assets      21,670    (55,366)   107,389
    Deferred revenue                              (13,683)    11,683    (25,500)
    Accounts payable and accrued expenses         261,210    (83,425)    43,103

   Net cash used in operating activities       (3,609,070)(4,124,981)(3,665,758)

Cash flows from investing activities:
 Purchases of fixed assets                        (67,962)  ( 47,155)  ( 35,367)
   Proceeds from sale of
        available-for-sale securities                  --         --  6,991,771
   Proceeds from liquidation of SPD Inc.           44,203         --         --
   Investment in SPD, Inc., at cost                    --    (74,902)        --

Net cash (used in) provided by investing activities(23,759) (122,057) 6,956,404

Cash flows from financing activities:

 Proceeds from issuances of
  common stock and warrants                      1,162,602 4,201,757  3,175,362
 Repayment of principal on officer's loans              --        --    152,961
 Purchase of treasury stock                             --        -- (2,354,608)

Net cash provided by financing activities        1,162,602 4,201,757    973,715

Net  (decrease) increase in
  cash and cash equivalents                     (2,470,227)  (45,281) 4,264,361
Cash and cash equivalents at beginning of year   5,072,290 5,117,571    853,210
Cash and cash equivalents at end of year      $  2,602,063 5,072,290  5,117,571

See accompanying notes to consolidated financial statements.


RESEARCH FRONTIERS INCORPORATED

Notes to Consolidated Financial Statements

December 31, 2004, 2003 and 2002

(1) Business

Research Frontiers Incorporated ("Research Frontiers" or the "Company") operates in a single business segment which is engaged in the development and marketing of technology and devices to control the flow of light. Such devices, often referred to as "light valves" or suspended particle devices (SPDs), use colloidal particles that are either incorporated within a liquid suspension or a film, which is usually enclosed between two sheets of glass or plastic having transparent, electrically conductive coatings on the facing surfaces thereof. At least one of the two sheets is transparent. SPD technology, made possible by a flexible light-control film invented by Research Frontiers, allows the user to instantly and precisely control the shading of glass/plastic manually or automatically. SPD technology has numerous product applications, including: SPD-Smart windows, sunshades, skylights and interior partitions for homes and buildings; automotive windows, sunroofs, sun-visors, sunshades, rear-view mirrors, instrument panels and navigation systems; aircraft windows; eyewear products; and flat panel displays for electronic products. SPD-Smart light control film is now being used in architectural, automotive, marine, aerospace and appliance applications.

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

(2) Summary of Significant Accounting Policies

(a) Cash and Cash Equivalents

The Company considers securities purchased with original maturities of three months or less to be cash equivalents. Cash equivalents consist of short-term investments in money market accounts at December 31, 2004 and 2003.

(b) Marketable Investment Securities

Marketable investment securities at December 31, 2004 and 2003 consisted of an equity security. The Company classifies its securities into available-for-sale which are recorded at fair value with unrealized holding gains and losses excluded from earnings and are reported as a separate component of shareholders' equity until realized. Dividend and interest income are recognized when earned. Cost is maintained on a specific identification basis for purposes of determining realized gains and losses on sales of investments. A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair market value. The impairment is charged to earnings and a new cost basis for this security is established. During the fourth quarter of 2002, the Company reduced the carrying amount of its equity security by $37,500 because of a sustained reduction in the market price of the stock. During the fourth quarter of 2004, the Company reduced the investment balance to $0 based upon a continued reduction in the market price of this equity security, and recorded a charge to net investment income of $12,500.

(c) Royalties Receivable

Royalties receivable are recorded at the amounts specified within the license agreements when the collectibility of the receivable is reasonably assured. The receivables do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing royalties receivable. The Company determines the allowance based on historical write off experience. The Company reviews its allowance for doubtful accounts periodically. Past due accounts are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(d) Fixed Assets

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

(e) Fee Income

Fee income represents amounts earned by the Company under various license and other agreements (note 10) relating to technology developed by the Company. During fiscal 2004, four licensees of the Company accounted for 25%, 19%, 13% and 12%, respectively of fee income recognized during the year. During fiscal 2003, four licensees of the Company accounted for 19%, 19%, 19% and 15%, respectively of fee income recognized during the year. During fiscal 2002, four licensees of the Company accounted for 23%, 23%, 17% and 11%, respectively of fee income recognized during the year.

(f) Basic and Diluted Loss Per Common Share

Basic earnings (loss) per share excludes any dilution. It is based upon the weighted average number of common shares outstanding during the period. Dilutive earnings (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company's dilutive earnings (loss) per share equals basic earnings (loss) per share for each of the years in the three-year period ended December 31, 2004 because all common stock equivalents (i.e., options and warrants) were antidilutive in those periods. The number of options and warrants that was not included because their effect is antidilutive was 2,628,400, 2,686,975, and 2,662,950, for 2004, 2003, and 2002, respectively.

(g) Research and Development Costs

Research and development costs are charged to expense as incurred.

(h) Patent Costs

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

(i) Use of Estimates

The preparation of the Company's consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during this period. Significant items subject to such estimates and assumptions include the valuation of deferred income tax assets. Actual results could differ from those estimates.

(j) Income Taxes

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

(k) Fair Value of Financial Instruments

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

(l) Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation as originally provided by SFAS No. 123, "Accounting for Stock-Based Compensation." Additionally, SFAS No. 148 amends the disclosure provisions of SFAS No. 123 to require prominent disclosure in both the annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. The Company adopted the disclosure provisions of this statement in the fiscal quarter ended March 31, 2003.

The exercise price for stock options granted are generally set at the average of the high and low trading prices of the Company's common stock on the trading date immediately prior to the date of grant, and the related number of shares granted are fixed at the date of grant. Under the principles of APB Opinion No. 25, the Company does not recognize compensation expense associated with the grant of stock options. SFAS No. 123 requires the use of option valuation models to determine the fair value of options granted after 1995. Pro forma information regarding net loss and net loss per share shown below was determined as if the Company had accounted for its employee stock options and shares sold under its stock purchase plan under the fair value method set forth in SFAS No. 123.

The fair value of the options was estimated at the date of grant using a Black-Scholes option pricing model. For purposes of pro forma disclosures, the estimated fair value of the options is amortized over the options' vesting periods.

The following table illustrates the effect on net loss and earnings per share as if the fair value method had been applied:

                                  2004      2003      2002
Net loss, as reported                     $(4,262,741) $(4,772,308) $(3,951,116)

Add: Stock-based employee compensation
     expense included in reported net loss     18,390       40,987           --

Deduct: Total stock-based employee
        compensation determined under fair-
        value based method for all awards   $(693,943)   ( 873,262)  (5,393,206)

                             Pro forma    $(4,938,294) $(5,604,583) $(9,344,322)

Basic and diluted net loss
 per common share            As reported  $     (0.33) $     (0.38) $     (0.33)
                             Pro forma    $     (0.38) $     (0.45) $     (0.77)

The per share weighted average fair value of stock options granted during 2004, 2003, and 2002, was approximately $4.37, $7.45, and $7.41, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


               Expected       Risk-Free      Expected Stock Expected Life
Grant Date     Dividend Yield Interest Rate  Volatility     in Years

January 2004        0 %       3.225%           79.580%        4.53
December 2004       0 %       3.521%           70.650%        4.53
June 2003           0 %       1.750%           82.050%        3.77
December 2002       0 %       3.268%           78.340%        3.77
September 2002      0 %       3.268%           78.340%        3.77
June 2002           0 %       3.754%           78.280%        3.77
September 2001      0 %       3.787%           90.190%        3.62
June 2001           0 %       4.768%           85.170%        3.62

(l) Accumulated Other Comprehensive Income (loss)

The change in accumulated other comprehensive income (loss) was a reclassification adjustment of $4,625 for the year-ended December 31, 2004 reflecting the write off of an equity investment for an other than temporary impairment (see note 2(b)).

The change in accumulated other comprehensive income (loss) was $3,375 for the year-ended December 31, 2003 for the unrealized holding losses on available-for-sale securities for the period, and $43,085 for the year ended December 31, 2002 which was comprised of reclassification adjustments for gains realized in net income of $80,585 and an impairment loss in the amount of $37,500 for a decline in value that is other than temporary.

(m) Revenue Recognition

The Company has entered into a number of license agreements covering its light control technology. The Company receives minimum annual royalties under certain license agreements and records fee income on a ratable basis each quarter. In instances when sales of licensed products by its licensees exceed minimum annual royalties, the Company recognizes fee income as the amounts have been earned. Certain of the fees are accrued by, or paid to, the Company in advance of the period in which they are earned resulting in deferred revenue. Such excess amounts are recorded as deferred revenue and recognized into income in future periods as earned.

(n) Reclassifications

During 2002, the Company has reclassified costs associated with patents and patent applications from research and development expenses to operating expenses. The amount of patent costs for the year ended December 31, 2002 was approximately $372,000.

(o) Impairment of Long-Lived Assets

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company reviews long-lived assets to determine whether an event or change in circumstances indicates the carrying value of the asset may not be recoverable. The Company bases its evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flows analysis at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Fair value is the amount at which the asset could be bought or sold in a current transaction between a willing buyer and seller other than in a forced or liquidation sale and can be measured as the asset's quoted market price in an active market or, where an active market for the asset does not exist, the Company's best estimate of fair value based on discounted cash flow analysis. Assets to be disposed of by sale are measured at the lower of carrying amount or fair value less estimated costs to sell. The implementation of SFAS No. 144 had no impact on the Company's financial position or results of operations.

(3) Investment in SPD Inc.

During the second quarter of 2001, the Company, through its wholly- owned subsidiary, SPD Enterprises, Inc., invested approximately $750,000 for a minority equity interest in SPD Inc., a subsidiary of Hankuk Glass Industries Inc., Korea's largest glass manufacturer, which was dedicated exclusively to the production of suspended particle device (SPD) light-control film and a wide variety of end-products using SPD film. In April 2003, the Company's wholly-owned subsidiary, SPD Enterprises, Inc., invested $74,902 in SPD Inc., raising its equity ownership from 6.67% to 6.91%. SPD Inc.'s parent company invested at the same time and at the same price, $748,931 , raising its equity ownership in SPD Inc. from 66.67% to 69.09%. During 2003, the Company recorded total non-cash accounting charges of $615,200 against income to reflect a reduction in the value of its investment in SPD Inc. These non-cash charges were determined as follows: During the first quarter of 2003, the Company recorded a non-cash charge against income of $255,200 to reflect a reduction in the value of its investment in SPD Inc. determined based upon the April 2003 financing, and the Company recorded a further non-cash charge against income of $360,000 as of the end of 2003 to reflect a reduction in the value of its investment in SPD Inc. determined based upon its review of the financial position and results of operations of SPD Inc. as of and for the year ended December 31, 2003. On April 28, 2004, SPD Inc. informed the Company that it was planning to sell its equipment and other assets and cease its business activities. As a result, the Company wrote off its entire remaining investment in SPD Inc. of $209,704 in the first quarter of 2004. During the fourth quarter of 2004, the Company received a payment of $44,203 as part of a liquidation distribution made by SPD Inc. to its shareholders, resulting in a total net non-cash charge against income of $165,501 in 2004. The Company's license agreement with Hankuk Glass Industries provided for the payment of minimum annual royalties to the Company in 2002 and 2003. These amounts were all paid in full in 2004.

(4) Marketable Investment Securities

The fair value of marketable investment securities is based upon quoted market prices. The amortized cost, gross unrealized holding gains and fair value for the Company's investment security at December 31, 2003 were as follows:

                              Amortized Cost Gross Unrealized Holding Fair Value
                                                Gains     (Losses)

Available-for-sale securities:
Equity security available-for-sale   $12,500        --     ($4,625)     $7,875

During the fourth quarter of 2004, the Company charged the remaining value ($7,875) of this security to net investment income as the result of an impairment that was deemed other than temporary.

(5) Notes Receivable from Officers

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

(6) Fixed Assets

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

                                  2004         2003 Estimated useful life
Equipment and furniture    $ 1,167,771    1,126,348  5 years
Leasehold improvements         309,199      282,660  Life of lease or
                             1,476,970    1,409,008  estimated life if shorter

Less accumulated depreciation
and amortization 1,355,866 1,273,130 $ 121,104 135,878

(7) Accrued Expenses and Other

Accrued expenses consist of the following at December 31, 2004 and 2003:

                                            2004           2003
Payroll, bonuses and related benefits   $103,406         56,269
Professional services                    206,674         38,450
Deferred rent                             10,691             --
Other                                     21,159         16,620
                                        $341,930        111,339

(8) Income Taxes

There was no income tax expense in 2004, 2003 and 2002 due to losses incurred by the Company.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2004 and 2003 are presented below.

                                              2004            2003
Deferred tax assets:
 Depreciation                         $     100,000            78,615
 Impairment of investment                         0           246,080
 Capital loss carryforward                  312,000                 0
 Allowance for bad debts                     33,000                 0
 Net operating loss carryforwards        17,118,000        15,823,741
 Research and other credits                 951,000           939,962
 Other temporary differences                 15,000                 0
   Total gross deferred tax assets       18,529,000        17,088,398
 Less valuation allowance                18,529,000        17,088,398
                                      $          --      $         --

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the period in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon its historical operating losses, the Company believes that it is more likely than not that deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against the deferred tax assets, as they will not be realized unless the Company achieves profitable operations in the future.

At December 31, 2004, the Company had a net operating loss carryforward for federal income tax purposes of $42,796,000, varying amounts of which will expire in each year from 2005 through 2024. Research and other credit carryforwards of $951,000 are available to the Company to reduce income taxes payable in future years principally through 2024. Net operating loss carryforwards of $702,000 and research and other credit carryforwards of $38,000 are scheduled to expire during fiscal 2005, if not utilized.

(9) Shareholders' Equity

(a) Sale of Common Stock and Warrants

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

During 2003, the Company received $4,201,757 of net cash proceeds from (i) the issuance of 25,000 shares of common stock of the Company (along with a ten-year warrant to purchase 25,000 shares of common stock of the Company at an exercise price of $9.00 per share) in a private placement to a director of the Company resulting in net proceeds of $165,000; (ii) 364,300 shares of common stock issued upon the exercise of warrants resulting in net proceeds of $3,527,148; and (iii) the issuance of 69,475 shares of common stock issued upon the exercise of options resulting in net proceeds of $509,590. In addition, 3,754 shares were issued through the cashless exercise of certain options and warrants, resulting in non-cash directors expense of $40,987 being recorded, and 9,995 shares with a value of $108,995 were delivered to the Company and immediately retired in payment of the exercise price of options to purchase 15,000 shares.

During 2004, the Company received $1,162,602 of net cash proceeds from the issuance of (i) 104,917 shares of common stock issued upon the exercise of warrants resulting in net proceeds of $987,037; and (ii) 22,500 shares of common stock issued upon the exercise of options resulting in net proceeds of $175,565. In addition, 1,729 shares were issued through the cashless exercise of an option to purchase 17,500 shares. In connection therewith, the Company recorded a non-cash compensation expense of $15,707 in 2004.

(b) Options and Warrants

(i) Options

In 1992, the shareholders approved a stock option plan (1992 Stock Option Plan) which provides for the granting of both incentive stock options at the fair market value at the date of grant and nonqualified stock options at or below the fair market value at the date of grant to employees or non-employees who, in the determination of the Board of Directors, have made or may make significant contributions to the Company in the future. The Company initially reserved 468,750 shares of its common stock for issuance under this plan. In 1994 and 1996, the Company's shareholders approved an additional 300,000 shares and 450,000 shares, respectively, for issuance under this plan. As of December 31, 2001, no options were available for issuance under this Plan and this Plan expired during 2002.

In 1998, the shareholders approved a stock option plan (1998 Stock Option Plan) which provides for the granting of both incentive stock options at the fair market value at the date of grant and nonqualified stock options at or below the fair market value at the date of grant to employees or non-employees who, in the determination of the Board of Directors, have made or may make significant contributions to the Company in the future. The Company may also award stock appreciation rights or restricted stock under this plan. The Company initially reserved 540,000 shares of its common stock for issuance under this plan. In 1999, the Company's shareholders approved an additional 545,000 shares for issuance under this Plan, and in each of 2000 and 2002, the Company's shareholders approved an additional 600,000 shares for issuance under this Plan. As of December 31, 2004, awards for 410,072 shares of common stock were available for issuance under this Plan.

At the discretion of the Board of Directors, options expire in ten years or less from the date of grant and are generally fully exercisable upon grant but in some cases may be subject to vesting in the future. Full payment of the exercise price may be made in cash or in shares of common stock valued at the fair market value thereof on the date of exercise, or by agreeing with the Company to cancel a portion of the exercised options. When an employee exercises a stock option through the surrender of options held, rather than of cash for the option exercise price, compensation expense is recorded in accordance with APB Opinion No.
25. Accordingly, compensation expense is recorded for the difference between the quoted market value of the Company's common stock at the date of exchange and the exercise price of the option. During 2004 and 2003, the Company recorded non-cash expenses of $15,707 and $40,987, respectively, related to cashless exercises of options.

Activity in stock options is summarized below:

                            Number of Shares        Weighted Average
                            Subject to Option        Exercise Price
Balance at December 31, 2001   2,312,125                 $11.88
 Granted                         168,000                 $12.76
 Cancelled                            --                     --
 Exercised                       (44,375)                $ 6.38

Balance at December 31, 2002   2,435,750                 $12.04
 Granted                          86,500                 $12.62
 Cancelled                        (3,000)                $15.41
 Exercised                       (84,475)                $ 7.32

Balance at December 31, 2003   2,434,775                 $12.22
 Granted                         148,750                 $ 7.34
 Cancelled                      (134,325)                $ 9.16
 Exercised                       (40,000)                $ 7.97

Balance at December 31, 2004   2,409,200                 $12.16

The following table summarizes information about stock options at December 31, 2004:

                           Weighted
                           Average      Weighted               Weighted
                           Remaining    Average                Average
Range of       Options     Contractual  Exercise  Shares       Exercise
Exercise Price Outstanding Life (Years) Price     Exercisable  Price
$3.00 to $6.00    86,800      2.44       $  6.00     86,800   $  6.00
$6.01 to $7.50   704,850      4.23       $  7.12    704,850   $  7.12
$7.51 to $9.00   469,800      4.44       $  8.38    469,800   $  8.38
$9.01 to $12.00  290,400      5.22       $ 10.18    290,400   $ 10.18
$12.01 to $15.00 411,050      6.17       $ 13.32    411,050   $ 13.32
$15.01 to $19.00 111,000      5.91       $ 18.99    104,000   $ 19.00
$19.01 to $37.03 335,300      6.20       $ 27.72    335,300   $ 27.72
               2,409,200      5.01       $ 12.16  2,402,200   $ 12.14

During 2004, the Company issued options to a consultant to purchase 750 shares of common stock at an exercise price of $6.175 per share. The Company recorded $2,683 of non-cash expense in connection with the issuance of these options.

During 2003, the Company issued options to a consultant to purchase 5,000 shares of common stock at an exercise price of $9.54 per share. The Company recorded $27,900 of non-cash expense in connection with the issuance of these options.

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

(ii) Warrants

Activity in warrants is summarized below, excluding the effect of the warrants discussed in note 9(d)):

                               Number of Shares             Exercise
                          Underlying Warrants Granted       Price

Balance at December 31, 2001       225,700                $   5.88-13.50
 Exercised                          (8,500)                   7.99- 8.98
 Terminated                             --                            --
 Issued                             10,000                         12.19

Balance at December 31, 2002       227,200                    5.88-13.50
 Exercised                              --                            --
 Terminated                             --                            --
 Issued                             25,000                          9.00

Balance at December 31, 2003       252,200                    5.88-13.50
 Exercised                           5,500                          5.88
 Terminated                        (27,500)                    5.88-9.35
 Issued                                 --                            --

Balance at December 31, 2004       219,200                    5.88-13.50

Warrants generally expire from two to ten years from the date of issuance. At December 31, 2004, the number of warrants exercisable was 214,200 at a weighted average exercise price of $8.48 per share.

During 2003, a warrant to purchase 25,000 shares of common stock at an exercise price of $9.00 per share was issued to a director of the Company in connection with a private placement.

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

(c) Treasury Stock

The Company did not repurchase any of its stock during 2004 or 2003. During 2002, the Company purchased in the open market and subsequently retired 187,625 shares of treasury stock with an aggregate cost of $2,315,408. In addition, 2,816 shares with a value of $39,200 was delivered to the Company and immediately retired in payment of the exercise price of options to purchase 10,500 shares.

(d) Class A and Class B Warrants

On October 1, 1998, the Company announced that Ailouros Ltd., a London-based institutional money management fund, committed to purchase up to $15 million worth of common stock of the Company through December 31, 2001. This commitment was in the form of a Class A Warrant issued to Ailouros Ltd. which gave the Company the option in any three-month period to deliver a put notice to Ailouros requiring them to purchase an amount of common stock specified by the Company at a price equal to the greater of (A) 92% of the seven-day average trading price per share of common stock, or (B) a minimum or "floor" price per share set by the Company from time to time. The pricing was initially subject to an overall cap of $15 per share, which cap was subsequently eliminated by mutual agreement so that the Company could put stock to Ailouros at selling prices in excess of $15 per share. The Company was not required to sell any shares under the agreement. Before the beginning of each of a series of three-month periods specified by the Company, the Company determined the amount of common stock that the Company wished to issue during such three-month period. The Company also set the minimum selling or "floor" price, which could be reset by the Company in its sole discretion prior to the beginning of any subsequent three-month period. Therefore, at the beginning of each three-month period, the Company could determine how much common stock, if any, was to be sold (the amount of which could range from $0 to $1.5 million during such three-month period), and the minimum selling price per share. In March 2000, Ailouros agreed to expand its commitment beyond the original $15 million, thereby giving the Company the right to raise additional funds from Ailouros so long as the Company did not have to issue more shares than were originally registered with the Securities and Exchange Commission, and in December 2001 the expiration date of the Class A Warrant was extended to December 31, 2003. In December 2003, this expiration date for the Class A Warrant was further extended to December 31, 2005. As of March 15, 2004, no shares remained registered for future issuance under the Class A Warrant.

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

(10) License and Other Agreements

The Company has entered into a number of license agreements covering various products using the Company's SPD technology. Licensees of Research Frontiers who incorporate SPD technology into end products will pay Research Frontiers an earned royalty of 5-15% of net sales of licensed products under license agreements currently in effect, and may also be required to pay Research Frontiers fees and minimum annual royalties. To the extent that products have been sold resulting in earned royalties under these license agreements in excess of these minimum advance royalty payments, the Company has recorded additional royalty income. Licensees who sell products or components to other licensees of Research Frontiers do not pay a royalty on such sale and Research Frontiers will collect such royalty from the licensee incorporating such products or components into their own end-products. Research Frontiers' license agreements typically allow the licensee to terminate the license after some period of time, and give Research Frontiers only limited rights to terminate before the license expires. Most licenses are non-exclusive and generally last as long as our patents remain in effect. To date, revenues from license agreements have not been sufficient to fund the Company's costs of operation.

(11) Commitments

The Company has an employment agreement with one of its officers which provides for an annual base salary of $436,968 through December 31, 2005.

The Company has a defined contribution profit sharing (401K) plan covering employees who have completed one year of service. Contributions are made at the discretion of the Company. The Company did not make any contributions to this plan for 2004, 2003 or 2002.

The Company occupies premises under an operating lease agreement which expires on January 31, 2014 and requires minimum annual rent which rises over the term of the lease to approximately $138,000. At December 31, 2004, the approximate minimum annual future rental commitment under this lease for the next five years are as follows:

2005:      $119,000
2006:      $121,000
2007:      $124,000
2008:      $126,000
2009:      $129,000
Thereafter:$538,000

Rent expense, including other occupancy related expenses, amounted to approximately $168,000, $152,000, and $148,000, for 2004, 2003, and 2002, respectively.

(12) Rights Plan

In February 2003, the Company's Board of Directors adopted a Stockholders' Rights Plan and declared a dividend distribution of one Right for each outstanding share of Company common stock to stockholders of record at the close of business on March 3, 2003. Subject to certain exceptions listed in the Rights Plan, if a person or group has acquired beneficial ownership of, or commences a tender or exchange offer for, 15% or more of the Company's common stock, unless redeemed by the Company's Board of Directors, each Right entitles the holder (other than the acquiring person) to purchase from the Company $120 worth of common stock for $60. If the Company is merged into, or 50% or more of its assets or earning power is sold to, the acquiring company, the Rights will also enable the holder (other than the acquiring person) to purchase $120 worth of common stock of the acquiring company for $60. The Rights will expire at the close of business on February 18, 2013, unless the Rights Plan is extended by the Company's Board of Directors or unless the Rights are earlier redeemed by the Company at a price of $.0001 per Right. The Rights are not exercisable during the time when they are redeemable by the Company.

            (13) Selected Quarterly Financial Data (Unaudited)
                                           Quarter

2004                            First      Second     Third         Fourth
Fee income                 $   37,319 $    56,008 $  41,648     $   66,346
Operating loss             (1,335,797) (1,013,267) (879,020)    (1,052,254)
Net loss                   (1,328,814) (1,007,038) (870,809)    (1,056,080)
Basic and diluted net loss
 per common share (1)            (.10)       (.08)     (.07)          (.08)

2003                             First      Second     Third         Fourth
Fee income                 $    86,128    $ 63,189 $  80,308     $   28,562
Operating loss              (1,322,764) (1,068,785) (937,918)    (1,473,616)
Net loss                    (1,312,927) (1,061,590) (931,185)    (1,466,606)
Basic and diluted net loss
 per common share (1)             (.11)       (.09)     (.07)          (.11)

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

(14) Subsequent Event

In February 2005, the Company raised $5 million in net proceeds in connection with the registered sale to institutional investors of one million shares of its common stock and the issuance of five-year warrants to purchase 200,000 shares of common stock at an exercise price of $7.50 per share.


SCHEDULE II

RESEARCH FRONTIERS INCORPORATED

VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2004, 2003, and 2002

                          Balance at    Charged to                    Balance
                          beginning      costs and                    at end
Description               of period      expenses    Deductions       of period

Allowance for uncollectible
royalty receivables:

December 31, 2004      $     50,000    $   32,522    $          0   $    82,522

December 31, 2003      $          0    $   50,000    $          0   $    50,000

December 31, 2002      $          0    $        0    $          0   $         0


[EXHIBIT 10.38- 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 LAMINATION LICENSE AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
PILKINGTON PLC

This License Agreement ("Agreement") effective as of March 25, 2004 by and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation ("LICENSOR") and PILKINGTON PLC, a corporation organized under the laws of the United Kingdom (hereinafter called "LICENSEE"). The "Effective Date" of this Agreement shall be the date which is the last date of formal execution of this Agreement by duly authorized representatives of the parties to this Agreement as indicated on the signature page of this Agreement.

RECITALS

WHEREAS, LICENSOR has been engaged in research and development in the application of physicochemical concepts to Light Valves and Light Valve Film (all as hereinafter defined) and of methods and apparatus relating to products incorporating such concepts (which products, can include, without limitation thereto, windows for buildings and vehicles, sunvisors, sunroofs, flat panel displays, eyewear and rear-view mirrors); and is possessed of and can convey information and know-how for such products and rights to manufacture, use and sell such products; and

WHEREAS, LICENSEE and its Affiliates are 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 and its Affiliates desire to acquire from LICENSOR, and LICENSOR desires to grant to LICENSEE and its Affiliates, 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

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

"Affiliates" means Pilkington Automotive Limited, Pilkington Technology Management Limited and Pilkington United Kingdom Limited.

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

"Licensed Territory " means all countries of the world.

"Light Valve" means a variable light transmission device which has been developed by LICENSOR and in respect of which the patents and patent applications listed on Schedule A and the Technical Information of LICENSOR apply 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 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 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, which has been developed by LICENSOR and in respect of which the patents and patent applications listed on Schedule A and the Technical Information of LICENSOR apply and such 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, and such 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, in each case which has been developed by or for LICENSOR and in respect of which the patents and patent applications listed on Schedule A and the Technical Information of LICENSOR apply.

"Laminated Light Valve Film" shall mean Light Valve Film which has been laminated by or for LICENSEE or its sublicensees or subcontractors to a rigid material such as glass or plastic.

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

1.2 "LICENSEE" where used throughout this Agreement shall be deemed to mean any or all of Pilkington plc and the Affiliates together.

1.3 References to Sections and to Schedules shall be to the sections and schedules of this Agreement except where expressly stated otherwise.

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 (a) 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 and (b) carry out the testing, evaluation, development and other activities more particularly described in Section 4.1. The license granted pursuant to this Section 2.1 shall be royalty-free to LICENSEE and its permitted sublicensees hereunder. By virtue of the disclosure of Technical Information and training, if any, provided by LICENSOR under this Agreement, all Laminated Light Valve Film sold, leased or otherwise disposed of by or for LICENSEE hereunder shall be deemed to have been manufactured at least in part using the Technical Information provided by LICENSOR. The foregoing license is only a license with respect to the lamination and disposition of Laminated Light Valve Film and nothing contained in this Agreement shall permit LICENSEE to make, sell, use or otherwise dispose of other Light Valve products, including Light Valves and Light Valve Film and components thereof.

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

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

3 REPORTS AND RECORD-KEEPING

3.1 Reports Within 15 days after the end of each quarter ended 31 March, 30 June, 30 September and 31 December in each year during the term of this Agreement, LICENSEE shall send to LICENSOR a report setting forth in reasonable detail the quantity of Light Valve Film purchased or otherwise obtained by LICENSEE and the quantity of Laminated Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such quarter to Authorized Users and samples provided to third parties with LICENSOR's consent, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The first report submitted under this Agreement shall cover the period from the Effective Date of the Agreement to the end of the first quarter in which Light Valve Film is obtained or Laminated Light Valve Film is sold, or otherwise disposed of by LICENSEE hereunder. LICENSEE shall also furnish to LICENSOR at the same time it becomes available to any third party, a copy of each brochure, standard price list, advertisement or other marketing and promotional materials prepared, published or distributed by LICENSEE or its sublicensees relating to Laminated Light Valve Film.

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

4 OBLIGATIONS OF LICENSOR AND LICENSEE

4.1 Development of Laminated Light Valve Film As licensed in Section 2.1, LICENSEE may:

(1) laminate Light Valve Film for the purposes of carrying out the activities hereinafter set out at this section;

(2) test and evaluate Light Valve Film and Laminated Light Valve Film for the purposes of assessing its use and commerciality as an end product to be sold to customers;

(3) carry out such steps as may be required to understand and develop methods of processing of Light Valve Film and Laminated Light Valve Film;

(4) work with authorized suppliers of Light Valve Film and/or with LICENSOR to evaluate and optimize Light Valve Film's and Laminated Light Valve Film's manufacturing parameters and to assess and improve the performance of Light Valve Film and Laminated Light Valve Film (except that nothing in this subsection shall oblige LICENSEE to do so).

4.2 LICENSOR Purchases Upon request of LICENSOR and with reasonable prior notice, LICENSEE shall sell and deliver to LICENSOR, Laminated Light Valve Film or components thereof at LICENSEE's prevailing market prices and in quantities mutually agreed upon by LICENSOR and LICENSEE, except that nothing in this Section shall oblige LICENSEE to do so where price or quantities cannot be agreed. 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 or impose any obligation on LICENSEE to sell any Laminated Light Valve Film to any third party. Notwithstanding anything contained herein to the contrary, during the term of this Agreement LICENSOR may provide Laminated Light Valve Film obtained by LICENSOR pursuant to this Section 4.2 to third parties so long as LICENSOR does not receive from the recipient for the provision of such Laminated Light Valve Film any monetary payment in excess of LICENSOR's purchase price plus shipping, administrative, overhead and related costs to such recipient.

4.3 Compliance LICENSEE agrees that, without limitation, any manufacture, sale, lease, use or other disposition of Laminated Light Valve Film by LICENSEE 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 where LICENSEE is made aware of such territory into which such product will be sold, used or otherwise disposed of prior to delivery of the same to such Authorized User, or other provisions or restrictions, which are contained in any other agreement in force between LICENSOR and an Authorized User which is known to LICENSEE which relates to Light Valves, Light Valve Film, or components thereof, or (3) with the provisions of any other agreement then in force to which LICENSEE is a party and which relates to Light Valves, Light Valve Film, or components thereof shall be deemed a material breach of this Agreement. For the avoidance of doubt, no act or omission of LICENSOR or any Authorized User with respect to Laminated Light Valve Film produced by LICENSEE shall be deemed a material breach of this Agreement by LICENSEE.

4.4 End Users LICENSEE agrees to require all direct recipients of Laminated Light Valve Film to whom Laminated Light Valve Film is sold, leased, provided to, or otherwise disposed of by LICENSEE or its sublicensees, to not look to LICENSOR or its affiliates for any claims, warranties, or liability relating to such Laminated Light Valve Film. LICENSEE agrees to take all steps to reasonably assure itself that Laminated Light Valve Film sold, leased or otherwise disposed of by or for LICENSEE is being used for permitted application and territory only, insofar as it may be reasonably possible to do so. 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 of Laminated Light Valve Film from LICENSEE.

4.5 Laws and Regulations LICENSEE agrees that it shall be solely responsible for complying with all laws and regulations affecting, and obtaining all approvals necessary from governmental agencies and other entities required in respect of, the processing, use and sale or other disposition of Laminated Light Valve Film by LICENSEE and its sublicensees. 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 for LICENSEE to effectuate the terms of this Agreement or the transactions contemplated hereby.

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

4.7 No Warranties by LICENSOR LICENSOR does not represent or warrant the performance of any Light Valve Film, material, Component, or information provided hereunder, and LICENSEE expressly acknowledges and agrees that any such Light Valve Film, material, Component or information provided by LICENSOR hereunder is provided "AS IS" and that LICENSOR makes no warranty with respect thereto and DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (other than those specifically contained in Article 13), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY INABILITY TO USE IT, OR THE RESULTS OF ITS USE. Except for any breach of the terms of this Agreement, in no event shall any party to this Agreement be liable for any damages, whether in contract or tort (including negligence), including but not limited to direct, consequential, special, exemplary, incidental and indirect damages, arising out of or in connection with this Agreement or the use, the results of use, or the inability to use any Light Valve Film, material, Component or information provided hereunder.

4.8 Analysis LICENSEE represents and agrees that it will only incorporate Light Valve Film and Components received from authorized suppliers during the term of this Agreement into Laminated Light Valve Film and for no other purpose except as may be specifically permitted under Sections 2.1 and 4.1, and that LICENSEE will not directly or indirectly attempt to reverse-engineer any material provided to it hereunder by LICENSOR or any supplier of any Component or of Light Valve Film.

4.9 Inventory. LICENSEE agrees that it shall purchase Light Valve Film from SPD Inc. or any other authorized supplier of Light Valve Film to meet the requirements of licensees of LICENSOR for Laminated Light Valve Film during the term of this Agreement.

4.10 No other obligations As at the date of this Agreement, LICENSEE and LICENSOR have no other obligations to each other except as expressly provided in this Agreement. In the event that LICENSEE and LICENSOR enter into any agreement or agreements after the date hereof, if LICENSEE and/or LICENSOR acts in accordance with its obligations under any other such agreement, it will not be deemed to be in breach of this Agreement by reason thereof.

5 TRADEMARKS

5.1 Trademarks All trademarks or service marks that either party may adopt and use for Light Valve Film, or other products incorporating Light Valves are and shall remain the exclusive property of the adopting party, and the other party shall not obtain any rights and license to such marks under this Agreement, but may inform others that the adopting party has licensed or produced or processed Light Valve Film, or products incorporating Light Valves under such mark or marks, and may use the adopting party's logo in connection therewith, in accordance with Section 5.2. 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.

5.2 Use of logo In the event that either party wishes to use a logo of the other party, such party will inform the other party in writing of the intended use of such logo, and:

5.2.1 not use such logo without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); and

5.2.2 where consent to such use is forthcoming or use is pursuant to Section 5.2.3, agrees to follow the other party's guidelines (as from time to time may be applicable) with regard to use of such logo. The other party agrees to provide a copy of any such applicable guidelines to the other upon the granting of such consent; and

5.2.3 Notwitstanding anything contained in this Agreement to the contrary, LICENSEE hereby consents to LICENSOR's use of LICENSEE's logo on the section of its internet web site listing licensees of LICENSOR (and any copy of such list) provided that such use is consistent with the way that the logos of other licensees of LICENSOR's are used on such list, and may also use LICENSEE's logo in connection with any press release issued jointly by LICENSOR and LICENSEE in connection with this Agreement and approved by both parties.

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 processing, sale, use, lease or other disposition of Laminated Light Valve Film, and related materials (other than sales by LICENSEE to LICENSOR pursuant to Section 4.2 hereof), or other use of the information and rights granted hereunder. Any knowledge of LICENSEE's or its sublicensee's activities by LICENSOR or its representatives shall in no way impose any liability on LICENSOR or reduce the responsibilities of LICENSEE hereunder or relieve it from any of its obligations and warranties under this Agreement.

7 FUTURE PATENTS

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

7.2 Improvements and Modifications

(a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before March 31, 2004, and which relate in any way to or are useful in the lamination of Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof.

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

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

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

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

8 TECHNOLOGY TRANSFER

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

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

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

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

9 INTELLECTUAL PROPERTY PROTECTION RESPONSIBILITIES

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

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

10 TERM AND TERMINATION

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

10.2 Termination by LICENSEE LICENSEE may terminate this Agreement effective as of December 31, 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. After the expiration or termination of this Agreement, LICENSEE shall have no right to sell, and no obligation to manufacture and deliver, Laminated Light Valve Film to any Authorized User or to any other party (except as may be permitted under any other Agreement between LICENSEE and LICENSOR).

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 Laminated Light Valve Film hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this
Section 10.3 and the effective termination date of such notice would be prior to the expiration of a binding contractual obligation of LICENSEE to supply Laminated Light Valve Film to an Authorized User which contract is in effect at the time LICENSOR's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR's termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such Authorized User expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breached 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 LICENSEE repeatedly provides inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Laminated Light Valve Film, and "cessation" shall not include any temporary cessation of operations or work by LICENSEE as may occur from time to time.

10.4 Effect of Termination If this Agreement expires or is terminated for any reason whatsoever (other than this Agreement being replaced by a subsequent license agreement between the parties hereto that specifically refers to its being a replacement for this Agreement), 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 or destroy the same (except for any which is incorporated into samples which have been supplied to an Authorized User as permitted hereunder), together with all reproductions, copies and summaries thereof (insofar as it is possible to do so); provided, however, that LICENSEE may retain solely for archival purposes one copy of all such documents in its legal department files, (2) at LICENSOR's option, LICENSEE shall, within 30 days of the date of such termination, either (A) sell and deliver to LICENSOR under the terms specified in Section 4.2 any Laminated Light Valve Film which shall then be in the possession of LICENSEE , and, if requested by LICENSOR, LICENSEE shall finish, sell and deliver under the terms specified in Section 4.2 to LICENSOR any Light Valve Film in inventory or in the process of being laminated as soon as possible and, in any case, not later than 60 days after receiving LICENSOR's request, and/or (B) with respect to any unsold inventory and work in the process of manufacture, to complete such work in process and sell any remaining inventory during the period not to exceed six months from the date of termination or expiration of this Agreement provided that at the completion of such six-month period, LICENSEE shall promptly destroy and dispose of any Laminated Light Valve Film (and Light Valve Film in the process of being laminated) not sold under this Section 10.4 except that LICENSEE shall not be in breach of this obligation where no Authorized Users agree to buy any Laminated Light Valve Film under this Sub-Section 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, Light Valve Film or the components or lamination thereof which relate to or arise out of Technical Information disclosed by LICENSEE to LICENSOR or are otherwise developed by LICENSEE, and upon such termination, LICENSEE shall provide LICENSOR in reasonable detail complete information regarding such technical information, improvements and/or modifications. The foregoing license shall be self-effectuating, but LICENSEE agrees upon written notice by LICENSOR at any time hereafter to deliver to LICENSOR within 30 days of such notice any document or other instrument reasonably requested by LICENSOR to convey such license rights to LICENSOR such as, by way of example, confirmations or instruments of conveyance or assignment. LICENSEE may exclude from such license any improvements to lamination or components, and processing know-how developed by or on behalf of LICENSEE but only to the extent that LICENSEE or any third party has not filed for patent protection on such items and maintains them as trade secrets. 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 (only until the end of the quarter in which the last of all sales under this Agreement occurs), 3.2, 4.2 (insofar as is relevant to this Section 10.3), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 6.1, 6.2, 8.3, 10.2, 10.4, 12.1, and Articles 13 and 14 shall survive any termination or expiration of this Agreement (to the extent that such survival does not conflict with the terms of any subsequent agreement between LICENSEE and LICENSOR, and in the event of any conflict, the terms of the subsequent agreement shall prevail).

11 EVENTS OF DEFAULT AND REMEDIES

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

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

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

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

(a) seek damages; and/or

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

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

12 CONFIDENTIALITY

12.1 Confidential Information (a) LICENSEE agrees for itself, its sublicensees, and their employees and agents that for twenty (20) years from the later of the Effective Date of this Agreement or the latest date of its receipt of information disclosed to LICENSEE by LICENSOR pursuant to this Agreement, such information shall be held in confidence; LICENSOR shall affix an appropriate legend on all written documentation given to LICENSEE which contains confidential information. LICENSEE acknowledges that the list of patent applications contained on Schedule A shall be deemed to be confidential information. Other than for the oral information conveyed during any training conducted pursuant to this Agreement, if any, all of which shall be deemed to be confidential information, if confidential information is otherwise conveyed orally by LICENSOR after training has been completed, LICENSOR shall specify to LICENSEE at the time such information is being conveyed (or in a subsequent letter referring to the conversation) that the information conveyed is confidential. It is understood and agreed that, unless otherwise provided in a separate agreement between LICENSEE and LICENSOR, LICENSEE has no obligation hereunder to provide LICENSOR with any confidential or proprietary information, and that LICENSOR shall have no obligation hereunder to LICENSEE to maintain in confidence or refrain from commercial or other use of any information which LICENSOR is or becomes aware of under this Agreement (subject to the terms of Section 13.1.3 and unless LICENSEE has informed LICENSOR on a non-confidential basis of the nature of such information beforehand and LICENSOR has agreed in writing to receive such information from LICENSEE which LICENSEE wishes to be considered confidential, in which case it shall be kept confidential for no more than a period of three years from the date of disclosure unless another period of confidentiality is otherwise agreed to by LICENSOR and LICENSEE at the time of disclosure). 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 knowingly make, use, sell, lease or otherwise dispose of products using or directly or indirectly derived from confidential information or sample materials supplied to LICENSEE by LICENSOR or its licensees, sublicensees, or any of their affiliates relating to Light Valve Film, Light Valves or components thereof (other than where all obligations of confidentiality in respect of such confidential information or sample materials as are so provided to LICENSEE from LICENSOR or its licensees and their sublicensees and so made, used, sold, leased or otherwise disposed of by LICENSEE or its sublicensees have validly terminated other than through a breach by LICENSEE or any third party of any obligation of confidentiality), 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 agrees to make all reasonable and careful enquiries to determine whether any SPD Technology is derived in any way from Technical Information or patents of the LICENSOR. 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 (which is not in the public domain other than through a breach by LICENSEE or any third party of any obligation of confidentiality) 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 shall ensure 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.

(c)Notwithstanding anything contained in this Agreement to the contrary, there shall be no obligation to treat as confidential information which is or becomes available to the public other than through a breach of a party to this Agreement's obligation, or which was already possessed by a party prior to the date of disclosure and, in the case of confidential information of LICENSOR, 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 a party to this Agreement 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, its licensees or their sublicensees, or any third party, or which is required to be disclosed under generally accepted accounting principles or any applicable law, regulation, governmental request or court order (subject to
Section 14.2), or upon which (in connection with written information) a party to this Agreement has not affixed an appropriate legend stating that such information is confidential or (in the case of oral information) which is not stated at the time of its impartation that it is confidential.

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, . 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 or other pubic material, along with logos (to the extent permitted by
Section 5.1 or otherwise pursuant to the consent of the other party, which consent may not be unreasonably withheld or delayed), links to the Internet web sites, and specific pages therefrom, of the other party and its subsidiaries and sublicensees.

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

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

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

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

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

13.4 Representation LICENSOR hereby represents and warrants that, as of the Effective Date hereof, to the best of its knowledge there have been no claims, actions or proceedings brought or threatened against it or its licensees alleging that any Light Valve Film, and Light Valves manufactured using Technical Information or other technical information disclosed by LICENSOR constitutes infringement of any patent of any third party.

13.5 Disclosure In the event that after the date of this Agreement either party becomes aware of any fact or matter which renders any of the warranties and representations set out at this Section 13 untrue, it shall promptly notify the other party of the same, without prejudice to any rights and remedies of such other party for any breach of any such warranty or representation, provided that this Section 13.5 shall not impose any additional obligations on a party other than the obligation of disclosure set forth herein.

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: Dr. Anthony R. Shaw,
Vice President Technology, Automotive Pilkington North America
811 Madison Avenue
Toledo, Ohio 43695, USA
Facsimile: (419) 247-4224 Telephone: (419) 247-4488

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: March 25, 2004

PILKINGTON PLC (for itself and on behalf of its Affiliates)

By: /s/ Ian Paturson Lough
      Ian Paturson Lough, Director
      Date: March 24, 2004



Schedule A
(As of March 25, 2004)

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"           10/31/9511/6/12


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"           10/24/955/11/13


5,467,217                Joseph A. Check III et al
               "Light Valve Suspensions and Films
                 Containing UV Absorbers and Light
                 Valves Containing The Same"           11/14/955/11/13


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  12/08/14

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"           06/09/98xx/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"                11/25/97xx/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 02/26/19

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"     10/09/0105/24/20

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"       03/04/0306/07/19
               [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


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]


Schedule B (As of March 25, 2004)

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)

 AGC Automotive Americas       Sunroof glass for other licensees

                                              Worldwide
 (f/k/a AP Technoglass Co.)

 Asahi Glass Company           Sunroof glass for other licensees

                                              Worldwide


 Avery Dennison Corp.          SPD displays
                                                   Worldwide

 BOS GmbH                 Variable light transmission sunshades and
                                                        sunvisors

                                                        Worldwide

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

 Cricursa Cristales Curvados S.A.   Architectural and automotive
                                                        windows

                                                        Worldwide
                                                                 (except
Korea)

 Custom Glass Corporation      Windows and sunroofs for mass
transit trains/busses      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

               Innovative Glass Corporation       Architectural windows
                    U.S., Canada,
                                                                 and Mexico

 InspecTech Aero Service, Inc. Aircraft and marine windows and
                                                        cabin
                                                        dividers

                                                        Worldwide
                                                                 (except
Korea)

 Isoclima S.p.A.               Architectural and automotive windows

                                                        Worldwide
                                                                 (except
Korea)
     Kerros Ltd. (IntelliTint)          Automotive windows and sunroofs
                                        Worldwide
                                                                 (except
Korea)

     Leminur, Ltd.                 Architectural windows,
Russian Federation,
                                                                     Armenia,
Azerbaijan,
                                                                     Belarus,
Estonia,
                                                                     Georgia,
Kazakhstan,
                                                                     Kyrgyz
Republic,
                                                                     Latvia,
Lithuania,
                                                                     Moldova,
Tajikistan,

Turkmenistan,
 Ukraine, and
                                                                     Uzbekistan.

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

 SPD Technologies, Inc.   Architectural windows
                                                        Worldwide
 (f/k/a Razor's Edge Technologies, Inc.)
                                                        (except
                                                        Korea)

Saint-Gobain Glass France, SA Architectural windows, automotive and other Worldwide
transportation vehicle windows (other
than aircraft (except Korea)
and spacecraft), kitchen and laundry
home appliance
windows, and automotive sunvisors
and rear-view
mirrors for cars, SUVs, light trucks
and other
transportation vehicles (other than as
original equipment
mirrors on heavy trucks, busses,
construction vehicles,
firetrucks and other vehicles in Class

5-8 or weighing
  over 16,000 pounds)

 SPD Systems, Inc.        Architectural, marine and appliance windows

                                                        Worldwide
                                                            (except Korea)

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

Traco Inc. Architectural windows Worldwide

(except Korea)

Vision (Environmental Innovation) Ltd. Architectural windows United Kingdom
[INFORMATION REGARDING OTHER AUTHORIZED USERS
WILL BE PROVIDED BY LICENSOR TO LICENSEE FROM TIME

TO TIME IN THE FUTURE]


[EXHIBIT 10.39- 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
SMARTGLASS IRELAND LIMITED

This License Agreement ("Agreement") effective as of April 5, 2004 by and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation ("LICENSOR") and SMARTGLASS IRELAND LIMITED, a corporation organized under the laws of the Republic of Ireland ("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 Republic of Ireland.

"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, 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 an initial fee of [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] upon signing of this License Agreement 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, 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 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.

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. LICENSEE agrees that it shall maintain, either at its own facilities or that of any laminating subcontractor selected by LICENSEE, adequate inventories of SPD light control film purchased from SPD Inc. or any other authorized supplier of Light Valve Film to meet on a timely basis the anticipated requirements of LICENSEE for incorporation into Licensed Products during the term of this Agreement. 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, 2008 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, 2008 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, 2008, 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, 3.6, 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, a description of the other party, and its logos 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: John Browne, Managing Director SmartGlass Ireland Limited Ballinascorney
Dublin 24
IRELAND

Facsimile: +353 1 4952714

Telephone: +353-1-495-2714

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: April 5, 2004

SMARTGLASS IRELAND LIMITED

By:/s/ John Browne
      John Browne, Managing Director
      Date: April 5, 2004



Schedule A
(As of April 5, 2004)

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  12/08/14

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
                                                                 /x
                                                                 x/
                                                                 xx

5,838,482      Daniel Decroupet; Pierre Laroche
               "Optical Cell"                          11/17/98  xx/xx/x
                                                                 x

5,691,849      Rene Ledroit; Jean-Francois Thomas; Andre Hecq
               "Rear-View Assembly for a Vehicle
               and an Adaptor Therefor"                11/25/97  xx
                                                                 /x
                                                                 x/
                                                                 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
                                                       02/26/19

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  05/24/2
                                                                 0

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  04/25/2
                                                                 1

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 /0 7/

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  12/08/1
                                                                 4


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]


[EXHIBIT 10.40- 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
PRELCO INC.

This License Agreement ("Agreement") effective as of April 8, 2004 by and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation ("LICENSOR") and PRELCO INC., a corporation organized under the laws of Quebec, Canada ("LICENSEE").

RECITALS

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

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

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

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

1 DEFINITIONS.

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

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

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

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

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

"Light Valve Architectural Window Product" means a Light Valve used or intended for use solely as a window integrally incorporated in, or attached as a fixture to the external structure or internal structure of any building, whether permanent or temporary, and whether above or below ground.

"Light Valve Transportation Vehicle Window Product" means a Light Valve used or intended for use solely as a window (including sunroofs and window panes which are an integral part of the internal or external structure) integrally incorporated in a transportation vehicle of a type not designed or primarily intended for military use. The term "Light Valve Transportation Vehicle Window Product" shall not include a Light Valve used or intended for use as a sunvisor, but may include Light Valves which are used or intended for use in a non-military transportation vehicle as, or as part of, or are laminated to, or whose surface area is primarily attached to, a window, sunroof or windshield. The term "mass transportation vehicle" shall mean busses and trains (including light rail trains and monorails), but shall exclude passenger cars, sport utility vehicles, 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, 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 an initial fee of [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] upon signing of this License Agreement 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. [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] of the initial payment under Section 3.2 shall be paid to LICENSOR within 10 days of the Effective Date of this Agreement [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 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.

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. LICENSEE agrees that it shall maintain, either at its own facilities or that of any laminating subcontractor selected by LICENSEE, adequate inventories of SPD light control film purchased from SPD Inc. or any other authorized supplier of Light Valve Film to meet on a timely basis the anticipated requirements of LICENSEE for incorporation into Licensed Products during the term of this Agreement. 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, 2009 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, 2009 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. In addition, notwithstanding anything contained herein to the contrary, if LICENSEE has become obligated to pay minimum annual royalties pursuant to Section 3.2 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, 2009, 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, 3.6, 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, a description of the other party, and its logos 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: Roger Lavoie, President
Prelco Inc.
94, Boulevard Cartier
Rivre-du-Loup (Quebec)
Canada G5R 2M9
Facsimile:(418) 862-8181
Telephone: (418) 862-2274

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: April 8, 2004

PRELCO INC.

By: /s/ Yvan Thibault
      Yvan Thibault, Vice President
      Date: April 7, 2004


Schedule A
(As of April 8, 2004)

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  12/08/14

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
                                                                 /x
                                                                 x/
                                                                 xx

5,838,482      Daniel Decroupet; Pierre Laroche
               "Optical Cell"                          11/17/98  xx/xx/x
                                                                 x

5,691,849      Rene Ledroit; Jean-Francois Thomas; Andre Hecq
               "Rear-View Assembly for a Vehicle
               and an Adaptor Therefor"                11/25/97  xx
                                                                 /x
                                                                 x/
                                                                 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
                                                       02/26/19

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  05/24/2
                                                                 0

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  04/25/2
                                                                 1

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 /0 7/

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  12/08/1
                                                                 4


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]


[EXHIBIT 10.41- 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, EMULSION AND END-PRODUCT LICENSE
AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
E. I. DUPONT DE NEMOURS AND COMPANY

This License Agreement ("Agreement") is effective as of the Effective Date by and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation ("LICENSOR") and E. I. DUPONT DE NEMOURS AND COMPANY, 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 Licensed Products, Light Valve Film and SPD Emulsions used to make Light Valve Film (all 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 Product" means a Light Valve Architectural Window Product or a Light Valve Transportation Vehicle Window Product incorporating a Light Valve. The term "Licensed Product" shall not include Light Valves used or intended for use in any product other than as specifically defined herein, such as but not limited to, other window products not specifically defined herein, including but not limited to windows for aircraft, space craft and space-stations, boats and other marine windows, and non-window products such as but not limited to displays, eyewear, sunvisors, toys, mirrors or filters for scientific instruments, lamps or contrast enhancement of displays. The term "display" means any device for displaying letters, numbers, images or other indicia or patterns. Nothing contained herein shall permit LICENSEE to sell, lease, or otherwise dispose of a Light Valve which is not combined or intended to be combined as described above into a Light Valve Architectural Window Product or a Light Valve Transportation Vehicle Window Product.

"Licensed Territory " means all countries of the world except North and South Korea with respect to sales of Licensed Products, and all countries of the world with respect to SPD Emulsions and Light Valve Film.

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

"Light Valve 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 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 transportation vehicle of a type not designed or primarily intended for military use. The term "Light Valve Transportation Vehicle Window Product" shall not include a Light Valve used or intended for use as a sunvisor, but may include Light Valves which are used or intended for use in a non-military transportation vehicle as, or as part of, or are laminated to, or whose surface area is primarily attached to, a window, sunroof or windshield. The term "transportation vehicle" shall mean passenger cars, recreational vehicles, trucks, mobile cranes, and trains, but shall not include other types of vehicles such as aircraft, space craft and space-stations, boats, ships and other watercraft.

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, 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.

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

"Technical Information" means all useful information relating to apparatus, methods, processes, practices, formulas, techniques, procedures, patterns, ingredients, designs and the like including (by way of example) drawings, written recitations of data, specifications, parts, lists, assembly procedures, operating and maintenance manuals, test and other technical reports, know- how of LICENSOR, and the like owned or controlled by LICENSOR, to the extent they exist, that relate to Licensed Products, 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 LICENSES.

2.1 Licenses. 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 (A) 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, and (B) Licensed Products in the Licensed Territory. The license granted pursuant to Section 2.1(A) shall be royalty-free to LICENSEE and its permitted sublicensees hereunder, and the license granted pursuant to Section 2.1(B) shall be subject to the payment of royalties specified in Section 3.1 hereof. 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 Licensed Products, 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 ROYALTIES, REPORTS AND RECORD-KEEPING ON SALES OF LICENSED PRODUCTS, SPD EMULSIONS AND LIGHT VALVE FILM.

3.1(a) Royalties and Reports. 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(B) 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. 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. 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. Such report shall also set forth in reasonable detail the quantity of SPD Emulsions and Light Valve Film manufactured or otherwise obtained by LICENSEE and the quantity of SPD Emulsions and Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such month to Authorized Users and samples provided to third parties with LICENSOR's consent, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The first 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 or SPD Emulsions or Light Valve Film 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, SPD Emulsions or Light Valve Film. LICENSOR shall have the right, but not the obligation, to approve any use by LICENSEE of its name, logo, or other information about SPD Emulsions, Light Valve Film or Licensed Products, and to require the correction of any inaccurate information.

(b) Minimum Royalties [Confidential Information Omitted and filed separately with the Securities and Exchange Commission]

3.2 Recordkeeping. LICENSEE shall keep and shall cause each sublicensee to keep for six (6) years after the date of submission of each report supported thereby, true and accurate records, files, data and books of accounts that relate to the acquisition, processing, lamination, sale or other disposition of SPD Emulsions, Light Valve Film and Licensed Products, 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. 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. 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. 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.

3.3 Time and Method of Payment. The initial payment under Section 3.1 shall be paid to LICENSOR within 10 days of the Effective Date of this Agreement, and each subsequent payment under Section 3.1 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 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 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 sale of SPD Emulsions, Light Valve Film to an Authorized User, or a Licensed Product upon which a royalty is paid by LICENSEE to LICENSOR pursuant to Section 3.1 hereof), LICENSEE shall include the details of such transaction in its monthly report under Section 3.1 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 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 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 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, Licensed Products, SPD Emulsions, Light Valve Film or components thereof at LICENSEE's prevailing market prices and in quantities mutually agreed upon by LICENSOR and LICENSEE. LICENSEE acknowledges that LICENSOR and its present and/or future licensees (or entities who have been granted the option of entering into license agreements with LICENSOR) may independently manufacture (or have third parties manufacture for them) and sell Light Valve Film or SPD Emulsions under the terms of agreements between them and LICENSOR, or may independently manufacture and sell Light Valve Film or SPD Emulsions which LICENSOR produces, or has produced on its behalf. Nothing contained in this Agreement shall impose any obligation on LICENSOR or any other parties to purchase any SPD Emulsions or Light Valve Film from LICENSEE. Notwithstanding anything contained herein to the contrary, during the term of this Agreement LICENSOR may provide Licensed Products, 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 Licensed Products, 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 Licensed Products, 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 Licensed Products, SPD Emulsions and Light Valve Film to whom Licensed Products, 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 Licensed Products, SPD Emulsions or Light Valve Film. LICENSEE agrees to take all steps to reasonably assure itself that Licensed Products, 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 Licensed Products, 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 used to manufacture 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, 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 Licensed Products, 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 Licensed Products, SPD Emulsions and Light Valve Film during the term of this Agreement.

4.10 Promotional Activities. LICENSEE may undertake to promote SPD Emulsions, Licensed Products or Light Valve Films in any manner that LICENSEE reasonably believes will benefit LICENSEE's activities in the relevant market. LICENSEE, however, is under no obligation to promote said products in any particular manner or to any particular degree.

4.11 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, 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 SPD Emulsions, Light Valve Film, 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 with evidence of such insurance. LICENSOR acknowledges that LICENSEE is self- insured, and as such is not required to acquire or maintain additional liability insurance.

6.2 Agree to Hold Harmless. LICENSEE, and its affiliates, successors and assigns and sublicensees (each, a "Licensed Party"), each hereby agree to hold harmless LICENSOR and its shareholders, officers, directors, agents and employees, 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 Licensed Party relating to this Agreement including a Licensed Party's manufacture, sale, use, lease or other disposition of SPD Emulsions, Light Valve Film, and Licensed Products 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) Any improvements or modifications which are invented or developed by or on behalf of LICENSOR prior to the Effective Date of this Agreement which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film or Licensed Products shall be included in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall be included on Schedule A hereof.

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

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

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

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

8 TECHNOLOGY TRANSFER.

8.1. Documentation. Within thirty calendar days after the Effective Date of this Agreement, LICENSOR shall furnish LICENSEE with all Technical Information owned or controlled by LICENSOR, which is reasonably necessary or desirable in order for LICENSEE to manufacture SPD Emulsions, Light Valve Film and Licensed Products. 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, Light Valve Film and Licensed Products, and (2) photocopies of all U.S. Patents and patent applications relating to SPD Emulsions, Light Valve Film and Licensed Products 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, Light Valve Film, and Licensed Products and to inspect LICENSOR's research and development facilities relating to SPD Emulsions, Light Valve Film and Licensed Products. 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 any 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 any 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 the Agreement effective as of the second anniversary of the date that LICENSE has completed its training pursuant to
Section 8.2 hereof, with adequate notice as herein provided. At the second anniversary if notice of termination of this Agreement has not been provided LICENSOR, LICENSEE may not effectively terminate this Agreement until December 31, 2008 or on any anniversary thereof. Termination by LICENSEE shall be effected by giving LICENSOR prior notice thereof. 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, Light Valve Film or Licensed Products 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, 2008 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, SPD Emulsions or Light Valve Film hereunder. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 60 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, Light Valve Film or 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 under the terms specified in Section 4.2 any SPD Emulsions, Light Valve Film or Licensed Products which shall then be in the possession of LICENSEE, and, if requested by LICENSOR, LICENSEE shall finish and deliver to LICENSOR any SPD Emulsions, Light Valve Film or 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 SPD Emulsions, Light Valve Film (and SPD Emulsions and Light Valve Film in the process of manufacture) and Licensed Products not sold under this Section 10.4 and (3) if this Agreement is terminated for any reason on or before December 31, 2008, 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, Licensed Products, 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, 3.4, 4.6, 4.7, 4.8, 6.1, 6.2, 7.2, 8.5, 10.2, 10.4, 12.1, and Articles 13 and 14 shall survive any termination or expiration of this Agreement.

11 EVENTS OF DEFAULT AND REMEDIES.

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

11.1.1 (a) A party's failure to make any payment when 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. 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 of LICENSOR. 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 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 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, Licensed Products, or Light Valves or which otherwise comprise suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the optical characteristics of the suspension ("SPD Technology") unless an agreement between LICENSOR and LICENSEE permitting it to do so is in full force and effect and the royalties, if any, provided in such agreement are being paid to LICENSOR on such products. The foregoing restriction shall not apply to products (i) which do not directly or indirectly incorporate SPD Technology, such as, but not limited to, liquid crystal devices, electrochromic devices, or similar technology, or (ii) which incorporate technology involving suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the optical characteristics of the suspension but which is independently developed and which is not in any way directly or indirectly derived from any Technical Information of LICENSOR or its licensees, sublicensees, or any of their affiliates. LICENSEE shall have the burden of proving by clear and convincing evidence that the availability of any exception of confidentiality exists or that the foregoing restrictions do not apply to a particular product. Nothing contained in this section, however, shall be construed as granting LICENSEE any rights or licenses with respect to any Technical Information or patents of LICENSOR or its other licensees or their sublicensees.

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

13 WARRANTIES AND REPRESENTATIONS.

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

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

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

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

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

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

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

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

13.3 No Warranty. LICENSOR and LICENSEE make no guaranty or warranty to one another under this Agreement (a) that LICENSEE will be able to develop, manufacture, sell or otherwise commercialize SPD Emulsions, Light Valve Film, or Licensed Products, 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, Licensed Products 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, Light Valve Film or Licensed Products if LICENSEE's manufacture, use or sale of SPD Emulsions, Light Valve Film and Licensed Products 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: Stephen L. Cluff
          Global Product Manager

Glass Laminating Solutions E. I. DuPont de Nemours and Company 1007 Market Street
Wilmington, DE 19898 USA
Facsimile:(302)773-263
Telephone: (302) 774-1000

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/ Robert L. Saxe
Robert L. Saxe, Chairman and CEO
Date: April 13, 2004

E. I. DUPONT DE NEMOURS AND COMPANY

By: /s/ Sandra E. Chillous
Sandra E. Chillous, Vice President R&D, P & IP
Date: April 13, 2004

                               Schedule A
                         (As of April 13, 2004)

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  12/08/14

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/x
                                                                 x

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
                                                       02/26/19

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  05/24/2
                                                                 0

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  04/25/2
                                                                 1

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  12/08/1
                                                                 4


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]


Schedule B (As of the Effective Date)
LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR SPD EMULSIONS

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

Air Products and Chemicals, Inc.            Light Valve Film for sale to
other specified    Worldwide
                                  licensees of Research Frontiers

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

  American Glass Products               Architectural and automotive windows

                                                           Worldwide
                                                                 (except Korea)

 AGC Automotive Americas               Sunroof glass for other licensees
                                                                Worldwide

Asahi Glass Co.     Sunroof glass for other licensees
  Worldwide

Avery Dennison Corp.            SPD displays
                         Worldwide

BOS GmbH                         Variable light transmission sunshades and
                                                           sunvisors

                                                           Worldwide

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

Cricursa Cristales Curvados S.A.      Architectural and automotive windows

                                                           Worldwide
                                                                 (except Korea)

Custom Glass Corporation                 Windows and sunroofs for mass
transit trains/busses      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

Innovative Glass Corporation              Architectural windows
                 U.S., Canada,
                                                                 and Mexico

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

Isoclima S.p.A.                  Architectural and automotive windows

                                                           Worldwide
                                                                 (except Korea)

Kerros Ltd. (IntelliTint)            Automotive windows and sunroofs

                                                            Worldwide
                                                                 (except Korea)

Laminated Technologies, Inc./LTI Smartglass Licensed to provide laminated SPD-Smart glass Worldwide to other licensees of Research Frontiers and for certain (except Korea
architectural window products to existing customers. for windows)

Leminur, Ltd. Architectural windows Russian

                                                            Federation,
                                                            Armenia,
                                                            Azerbaijan,
Belarus,
                                                            Estonia, Georgia,
                                                            Kazakhstan,
Kyrgyz
                                                            Republic, Latvia,
                                                            Lithuania,
Moldova,
                                                            Tajikistan,
                                                            Turkmenistan,
Ukraine,
                                                            and Uzbekistan.

 N.V. Bekaert S.A.                Architectural and automotive windows

                                                           Worldwide
                                                                 (except Korea)

 Pilkington plc                       Licensed to provide laminated SPD-Smart
                                                            glass
                                                            Worldwide
                              to other licensees of Research Frontiers.

 Prelco Inc.                     Architectural windows, train and bus
               windows     U.S., Canada,
                                                                 and Mexico

  SmartGlass Ireland Ltd.               Architectural windows
                                                           Republic of
                                                           Ireland

  SPD Technologies, Inc.           Architectural windows
                                                           Worldwide
                                                                 (except Korea)

Saint-Gobain Glass France, SA Architectural windows, automotive and other Worldwide
transportation vehicle windows
(other than aircraft (except Korea)
and spacecraft), kitchen and
laundry home appliance
windows, and automotive
sunvisors and rear-view
mirrors for cars, SUVs, light trucks
and other
transportation vehicles (other than
as original equipment
mirrors on heavy trucks, busses,
construction vehicles,
firetrucks and other vehicles in

Class 5-8 or weighing
over 16,000 pounds)

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

  ThermoView Industries, Inc.           Architectural windows

                                                           Worldwide
                                                                 (except Korea)

  Traco Inc.                      Architectural windows
               Worldwide
                                                                 (except Korea)

Vision (Environmental Innovation) Ltd. Architectural windows United Kingdom

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

FUTURE]


[EXHIBIT 10.42- 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 LICENSE AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
NIPPON SHEET GLASS CO., LTD.

This License Agreement ("Agreement") effective as of September 3, 2004 by and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation ("LICENSOR") and NIPPON SHEET GLASS CO., LTD., a Japanese corporation (hereinafter called "LICENSEE"). The "Effective Date" of this Agreement shall be the date which is the last date of formal execution of this Agreement by duly authorized representatives of the parties to this Agreement as indicated on the signature page of this Agreement.

RECITALS

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

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

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

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

1 DEFINITIONS.

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

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

"Licensed Territory " means all countries of the world.

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

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

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

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

2 GRANT OF LICENSE.

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

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

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

3 REPORTS AND RECORD-KEEPING.

3.1 Reports. Within 15 days after the end of each fiscal quarter, LICENSEE shall send to LICENSOR a quarterly report setting forth in reasonable detail the quantity of Light Valve Film manufactured each quarter and the amount of Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such quarter to Authorized Users and samples provided to third parties, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The first report submitted under this Agreement shall cover the period from the Effective Date of the Agreement to the end of the first quarter in which Light Valve Film is produced hereunder. LICENSEE shall also furnish to LICENSOR at the same time it becomes available to any third party, a copy of each brochure, standard price list, advertisement or other marketing and promotional materials prepared, published or distributed by LICENSEE or its sublicensees relating to Light Valve Film. LICENSOR shall have the right, but not the obligation, to approve any use by LICENSEE of its name, logo, or other information about Light Valve Film, and to require the correction of any inaccurate information.

3.2 Recordkeeping. LICENSEE shall keep and shall cause each sublicensee to keep for six (6) years after the date of submission of each report supported thereby, true and accurate records, files, data and books of accounts that relate to the manufacture, sale or other disposition of Light Valve Film, reasonably required for the full computation and verification of the information to be given in the statements herein provided for. LICENSOR and LICENSEE agree that an independent certified public accounting firm (selected by LICENSOR from the largest ten certified public accounting firms in the United States of America or Japan) 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.

3.3 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 Light Valve Film, LICENSEE shall include the details of such transaction in its quarterly report under Section 3.1 hereof, and shall pay LICENSOR a sales commission equal to 10% of the amount received from such customer. 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 LICENSOR AND LICENSEE.

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

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

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

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

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

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

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

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

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

4.10 Promotional Activities. LICENSEE agrees that it shall maintain adequate inventories of Light Valve Film produced by it to meet on a timely basis the anticipated requirements of customers listed on Schedule B hereto. 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.

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

5 TRADEMARKS.

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

6 INSURANCE AND INDEMNIFICATION.

6.1 Insurance. LICENSEE shall maintain at all times ample product liability and other liability insurance covering its operations relating to the subject matter of this Agreement and shall name LICENSOR as an additional insured. Upon request, LICENSEE shall provide LICENSOR of evidence of such insurance. LICENSEE may fulfil its obligations hereunder through self-insurance as long as LICENSEE remains solvent and in good financial condition.

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

7 FUTURE PATENTS.

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

7.2 Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before August 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof.

(b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of 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. Materials. Upon request by LICENSEE, during the term of this Agreement and when mutually convenient to LICENSOR and LICENSEE, LICENSOR shall supply LICENSEE with small quantities of materials related to Light Valve Film for experimental use only by LICENSEE, and shall charge LICENSEE $750 per man/day plus the cost of any other materials used in making such materials, plus the cost of shipping such materials to LICENSEE. Each invoice submitted by LICENSOR for such service shall include detailed explanations of the charges, and, if requested by LICENSEE, copies of receipts. The parties acknowledge that LICENSOR has no obligation to transfer to LICENSEE any Technical Information other than as may be embodied in such sample materials, and that, other than sample materials, if any, that may be supplied by LICENSOR as aforesaid, LICENSEE will be acquiring materials from authorized suppliers other than LICENSOR.

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

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

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

9 INTELLECTUAL PROPERTY PROTECTION RESPONSIBILITIES.

9.1 Proprietary Rights: Notices. Each party shall provide appropriate notices of patents, or other similar notice of the patent rights of the other party on all products utilizing the patented inventions of the other 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, 2009 or as of any anniversary thereof by giving LICENSOR prior notice thereof unless sooner terminated as hereinafter provided. Such notice shall be made in writing and shall be given between 60 and 90 days prior to the effective date for which such termination is to be effective. If LICENSEE decides to terminate this Agreement for any reason, LICENSEE shall provide LICENSOR, along with the aforementioned notice of termination, with a written report describing the reasons for such termination. After the expiration or termination of this Agreement, LICENSEE shall have no right to sell, and no obligation to manufacture and deliver, Light Valve Film to any Authorized User or to any other party.

10.3 Termination by LICENSOR. LICENSOR may terminate this Agreement at any time effective as of December 31, 2009 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Light Valve Film hereunder. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or repeatedly provide inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Light Valve Film.

10.4 Effect of Termination. If this Agreement expires or is terminated for any reason whatsoever, in addition to any other remedies which one party may have against the other: (1) all of LICENSEE's rights and licenses under this Agreement shall cease, and LICENSEE shall immediately return to LICENSOR all Technical Information furnished to LICENSEE under this Agreement, together with all reproductions, copies and summaries thereof; provided, however, that LICENSEE may retain solely for archival purposes one copy of all such documents in its legal department files, (2) at LICENSOR's option, LICENSEE shall, within 30 days of the date of such termination, either (A) sell and deliver to LICENSOR under the terms specified in Section 4.2 any Light Valve Film which shall then be in the possession of LICENSEE, and, if requested by LICENSOR, LICENSEE shall finish and deliver to LICENSOR any Light Valve Film in the process of manufacture as soon as possible and, in any case, not later than 30 days after receiving LICENSOR's request, and/or (B) with respect to any unsold inventory and work in the process of manufacture, to complete such work in process and sell any remaining inventory during the period not to exceed six months from the date of termination or expiration of this Agreement provided that at the completion of such six-month period, LICENSEE shall promptly destroy and dispose of any Light Valve Film (and Light Valve Film in the process of manufacture) not sold under this Section 10.4 and (3) if this Agreement is terminated for any reason on or before December 31, 2009, 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 Emulsion which relate to or arise out of Technical Information or materials disclosed or provided by LICENSOR or its licensees and their sublicensees to LICENSEE, and upon such termination, LICENSEE shall provide LICENSOR in reasonable detail complete information regarding such technical information, improvements and/or modifications. The foregoing license shall be self-effectuating, but LICENSEE agrees upon written notice by LICENSOR at any time hereafter to deliver to LICENSOR within 30 days of such notice any document or other instrument reasonably requested by LICENSOR to convey such license rights to LICENSOR such as, by way of example, confirmations or instruments of conveyance or assignment. No termination of this Agreement by expiration or otherwise shall release LICENSEE or LICENSOR from any of its continuing obligations hereunder, if any, or limit, in any way any other remedy one party may have against the other party. Notwithstanding the foregoing, LICENSEE's obligations to LICENSOR under Sections 3.1, 3.2, 4.6, 4.7, 4.8, 6.1, 6.2, 7.2, 8.5, 10.2, 10.4, 12.1, and Articles 13 and 14 shall survive any termination or expiration of this Agreement.

11 EVENTS OF DEFAULT AND REMEDIES.

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

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

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

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

(a) seek damages; and/or

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

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

12 CONFIDENTIALITY.

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

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

13 WARRANTIES AND REPRESENTATIONS.

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

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

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

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

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

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

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

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

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

13.4 Representation. LICENSOR hereby represents and warrants that, as of the Effective Date hereof, to the best of its knowledge there have been no claims, actions or proceedings brought or threatened against it or its licensees alleging that any SPD Emulsion, Light Valve Film, and Light Valves manufactured using Technical Information or other technical information disclosed by LICENSOR constitutes infringement of any patent of any third party.

14 MISCELLANEOUS.

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

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

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

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

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

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

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

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

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

LICENSOR:      Robert L. Saxe, Chairman
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA

Facsimile: (516) 364-3798 Telephone: (516) 364-1902

LICENSEE: YuichiYano, Vice President
NSG UMU PRODUCTS CO.,LTD

Nippon Sheet Glass Co., Ltd.
4-7-28 Kitahama, Chuo-ku

Osaka 541-8559, Japan
Facsimile:011-81-436-25-5313 Telephone:011-81-436-21-2652

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: September 3, 2004

NIPPON SHEET GLASS CO., LTD.

By: /s/ Takashi Murakami
Takashi Murakami, Executive Officer
Specialty Glass Division
Architectural Glass& Building Materials Company
Date: September 3, 2004

          CONFIDENTIAL TREATMENT

Schedule A
(As of September 3, 2004)

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  12/08/14

5,728,251                Joseph A.  Check, III
               "Light Modulating Film of Improved
                 UV Stability For a Light Valve"       03/17/98  09/27/15
1156:

                     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/x
                                                                 x

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
                                                       02/26/19

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  05/24/2
                                                                 0

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  04/25/2
                                                                 1

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  12/08/1
                                                                 4


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]


Schedule B

(As of September 3, 2004)

LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR

LIGHT VALVE FILM

Name of Customer         Licensed Application     Permitted Territory
Research Frontiers Incorporated    All applicationsWorldwide

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

AGC Automotive Americas  Sunroof glass for other licensees
                                                          Worldwide

Asahi Glass Co.Sunroof glass for other licensees Worldwide

SPD displays Worldwide

Variable light transmission sunshades and sunvisors Worldwide

Architectural and automotive windows

                  Worldwide      (except Korea)

1295:   Cricursa Cristales Curvados S.A.   Architectural and
                                                              automotive
                                                              windows
                                                                   W orldwide
                                                             (except Korea)

Custom Glass Corporation Windows and sunroofs for mass transit trains/busses Worldwide

(except Korea)

E. I. DuPont de Nemours and CompanyArchitectural 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)

Rear-view mirrors and sunvisors

                                                                   Worldwide

1336:   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

      Architectural windows
                           U.S., Canada,  and  Mexico

 Aircraft and marine windows
                                                              and cabin dividers
          W orldwide (except Korea)

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

Kerros Ltd. (IntelliTint)              Automotive windows and sunroofs
                         W orldwide (except Korea)

Laminated Technologies, Inc./LTI Smartglass Licensed to provide laminated SPD-Smart glass Worldwide to other licensees of Research Frontiers and for certain (except Korea

                          architectural window products to existing
customers.    for windows)

Leminur, Ltd.                     Architectural windows
                                                               Russ
                                                               ian
                                                               Fede
                                                               ratio
                                                               n,
                                                               Arm
                                                               enia,
                                                        Azerbaijan,
Belarus,
                                                        Estonia,
Georgia,
                                                        Kazakhstan,
Kyrgyz
                                                        Republic,
Latvia,
                                                        Lithuania,
Moldova,
                                                        Tajikistan,

Turkmenistan, Ukraine,
                                                        and
Uzbekistan.

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

                    Licensed to provide laminated SPD-
                 Smart glass     W orldwide (except Korea)
                          to other licensees of Research Frontiers.

Prelco Inc.                       Architectural windows, train and bus windows
U.S., Canada, and Mexico

       Architectural windows
                                                        Republic of Ireland

Architectural windows
W orldwide (except Korea)

Saint-Gobain Glass France, SA Architectural windows, automotive and other Worldwide
transportation vehicle windows (other than aircraft (except Korea) and spacecraft), kitchen and laundry home appliance windows, and automotive sunvisors and rear-view mirrors for cars, SUVs, light trucks and other transportation vehicles (other than as original equipment mirrors on heavy trucks, busses, construction vehicles, firetrucks and other vehicles in Class 5-8 or weighing

over 16,000 pounds

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

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

  Traco Inc.                        Architectural windows

Worldwide (except Korea)

Vision (Environmental Innovation) Ltd. Architectural windows United Kingdom

[INFORMATION REGARDING OTHER AUTHORIZED USERS
WILL BE PROVIDED BY LICENSOR TO LICENSEE FROM TIME

TO TIME IN THE FUTURE]


Consent of Independent Registered Public Accounting Firm

The Board of Directors
Research Frontiers Incorporated:

We consent to the incorporation by reference in the registration statements (No. 33-53030, 33-86910, 333-08623, 333-34163, 333-80575, 333-63374 and 333-106754) on Form S-8 and (No. 333-40369, 333-115052 and 333-65219) on Form S-3 of Research Frontiers Incorporated and subsidiary of our reports dated March 15, 2005, with respect to the consolidated balance sheets of Research Frontiers Incorporated and subsidiary as of December 31, 2004 and 2003, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2004, and all related financial statement schedules, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 annual report on Form 10-K of Research Frontiers Incorporated and subsidiary.

                            /s/ KPMG LLP
                                KPMG LLP

Melville, New York


March 15, 2005


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 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 consolidated 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 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 our 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.

Dated: March 15, 2005              /s/ Robert L. Saxe
                                   Robert L. Saxe
 Chairman and Chief


Executive Officer


EXHIBIT 31.2 CERTIFICATION

I, Joseph M. Harary, the 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 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 consolidated 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have :

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 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 our 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.

Dated: March 15, 2005         /s/ Joseph M. Harary
                              Joseph M. Harary
                              President, Treasurer,


                              Principal Accounting Officer


EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Research Frontiers Incorporated (the "Company") on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert L. Saxe, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Robert L. Saxe
Robert L. Saxe
Chairman of the Board
and Chief Executive Officer


March 15, 2005


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 Annual Report of Research Frontiers Incorporated (the "Company") on Form 10-K for the year ended December 31, 2004 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:

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

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

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


March 15, 2005