TECHNOLOGY TRANSFER AGREEMENT

 

                                                                   Exhibit 10(f)
             
                          TECHNOLOGY TRANSFER AGREEMENT

This TECHNOLOGY AGREEMENT, entered into the 1st day of January, 1996 by and
between:

         Tellurian, Inc., a USA corporation with its principal place of business
         at 6 Demarest Place, Waldwick, N.J. 17463, United States of America
         (hereinafter referred to as "Tellurian"),

                                       and

         Voyager Graphics, Inc., a Republic of China corporation with its
         principal place of business at #2, Tze Chiang 3rd Road, Chungli
         Industrial Park, Chungli, Taoyuan, Taiwan, Republic of China
         (hereinafter referred to as "Voyager").

1.       Definitions

         1.1      In this Agreement unless the context otherwise requires the
                  following terms shall have the following meanings:

                  "Commencement Date" shall mean the date, after signing of this
                  Agreement, of the first payment (4% of total price) has been
                  received by Tellurian.

                  "Completion Date" shall mean the date of the completion of the
                  project described in the Schedule A of this Agreement.

                  "Copyright Matter" shall mean all the drawings, designs,
                  plans, manuals and other information whether written or in
                  magnetically recorded form listed in Part II of the Schedule
                  B.

                  "Derivative Products" shall mean computer image generators
                  that are manufactured based on and by utilizing partly the
                  Intellectual Property of Tellurian.

                  "Intellectual Property" shall mean the Know How, the Patent
                  Rights, the Copyright Matter and the Inventions as defined in
                  this Agreement.

                  "Inventions" shall mean all such inventions as may from time
                  to time be claimed by the Patent Rights or by any one or more
                  of them.

                  "Know-how" shall mean the various techniques, skills, data and
                  all technical information and other knowledge of a secret and
                  confidential nature in the possession of Tellurian and
                  relating to the manufacturer and construction of the Products
                  (as hereinafter defined) in particular but without limiting
                  the foregoing generality, information and test 

                                      -1-

                  reports, testing procedures, specifications of materials or
                  components and data and technology concerning the manufacture,
                  operation and use of the Products.

                  "License" shall mean the license granted in terms of Clause
                  3.1 of this Agreement which shall be deemed to include the
                  three separate and independent licenses specified in the said
                  clause.

                  "Licensed Territory" shall mean those Countries in
                  Asia/Australia listed in Part III of the Schedule B.

                  "Patent Rights" shall mean the patent applications and/or
                  patents specified in Part I of the Schedule B, together with
                  any divisional, continuation, continuation in part,
                  substitution or other applications based thereon made in any
                  Country (including but not limited to any Country in the
                  Licensed Territory) and any further patent application made by
                  Tellurian relating to the Products, any patent issuing on any
                  of said application and any re-issue or extension or
                  reexamination based upon any such patent.

                  "Person" means any individual, corporation, partnership, joint
                  venture, organization, governmental agency or instrumentality,
                  or state or other entity.

                  "Products" shall mean computer image generators designed by
                  Tellurian incorporating its Intellectual Property.

                  "Net Sales Value" shall mean actual billing by the License for
                  sale of a Product less the following deductions where they are
                  factually applicable: (i) sales and/or use taxes and duties
                  imposed upon and with specific reference to particular sales;
                  (ii) outbound transportation prepaid or allowed; and (iii)
                  reasonable insurance. No allowance or deduction shall be made
                  for commissions or collections by whatever name known.

                  "O.E.M.s" shall mean original equipment manufactures.

         1.2      Headings  used in this  Agreement  are for the purpose of 
                  ease of reference only and should not affect its 
                  interpretation.

         1.3      Any terms used in this Agreement which are defined terms in
                  any of the Collateral Agreements shall bear the meaning
                  ascribed to them in such agreement.

                                      -2-

2.       Purpose and Objective of Project

         2.1      The purpose of this Agreement is to set forth the
                  understandings of the parties hereto with respect to the
                  undertakings of Tellurian of the project described below, and
                  with respect to the payment of price and performance of other
                  obligations by Voyager relating to the project.

         2.2      The project, which is further described in Tellurian's
                  proposal annexed hereto Schedule A being part of this
                  Agreement, consists of the transfer of the Know-how and
                  provisions by Tellurian of training, advice and consultation
                  to Voyager's designated engineers/staff members in relation to
                  computer image generator technology including the delivery by
                  Tellurian of certain reports and other deliverable items.

         2.3      The objective of the project is to enable Voyager's designated
                  engineers/staff members participating therein to acquire, on
                  the completion of the project, sufficient expertise in
                  computer image generator technology so that they can
                  independently carry out, conduct, develop, design and
                  manufacture, produce or reproduce the hardware, software and
                  system thereof, and to sell the Products.

3.       Grant

         3.1      Tellurian hereby grants to Voyager and Voyager hereby accepts
                  from tellurian upon the terms and conditions herein specified
                  the following License which shall comprise the following
                  separate and independent licenses:

                  a)  Subject as aftermentioned an irrevocable, exclusive,
                      assignable fully paid-up license under the Patent Rights
                      to the Products in the Licensed Territory, to be an
                      exclusive supplier of the Products within the Licensed
                      Territory and to sell the Products worldwide; and

                  b)  Subject as aftermentioned an irrevocable, exclusive,
                      assignable fully paid-up license to use the Know-how to
                      the Products in the Licensed Territory, to be an exclusive
                      supplier of the Products within the Licensed Territory and
                      to sell the Products worldwide; and

                  c)  Subject as aftermentioned an irrevocable, exclusive,
                      assignable fully paid-up license to use the Copyright
                      Matter to the Products in the Licensed Territory, to be an
                      exclusive supplier of the Products within the Licensed
                      Territory and to sell the Products worldwide.
   
                                       -3-

         3.2      Tellurian acknowledges and accepts that Voyager by virtue of
                  the License granted under Clause 3.1 herein shall be entitled
                  to grant sub-licenses, on terms and conditions as Voyager
                  deems fit, to third parties in respect of the License without
                  obtaining the consent of Tellurian provided that the sale of
                  Products and/or Derivative Products by such third parties
                  shall be taken into account in deciding the royalty payment by
                  Voyager to Tellurian under Clause 8.

         3.3      Tellurian acknowledges and accepts that as from the 
                  Commencement Date, it will not:

                  3.3.1    grant any third party in the Licensed Territory in
                           respect of the Intellectual Property and license or
                           use thereof; and

                  3.3.2    sell or cause to be sold into the Licensed Territory
                           any Products or Derivative Products.

                  It is Tellurian's obligation to inform its customers that
                  Tellurian's products may not enter the Licensed Territory,
                  Tellurian should obtain a written agreement from its
                  customers, acknowledging those restrictions and Tellurian will
                  cooperate to aid Voyager to force this resale restriction.

         3.4      Voyager acknowledges and accepts that Tellurian shall be
                  entitled to grant licenses of the Intellectual Property to
                  third parties outside the Licensed Territory, for
                  manufacturing the Products outside the Licensed Territory and
                  to sell the Products and/or the Derivative Products outside
                  the Licensed Territory.

         3.5      Tellurian will on request execute formal licenses or agreement
                  in terms acceptable to Voyager for the purpose of legislation
                  for registration purposes on being provided by Voyager with an
                  appropriate document in standard form as required for such
                  formal registration in each jurisdiction in the Licensed
                  Territory in respect of the License. In addition Tellurian
                  agrees to sign all necessary documents which Tellurian accepts
                  as being reasonably required by Voyager to ensure that the
                  rights and interests of both parties in terms of this
                  Agreement are protected.

         3.6      Tellurian agrees to assist Voyager in obtaining patent and
                  other protection under Voyager's title for the Products in the
                  Licensed Territory which patent or other protection shall be
                  obtained at the cost of Voyager.

                                      -4-

4.       Training Program

         As soon as practicable after the Commencement Date, on a date or dates
         as Voyager shall appoint, Tellurian shall commence the training program
         as provided in Part IV of the Schedule B.

5.       Deliverables

         5.1      Tellurian shall deliver to Voyager all those deliverables
                  including hardware, hardware design for the Products, the
                  interface board, software and all related documentation as
                  listed in Part V of the Schedule B.

         5.2      Unless the deliver date or dates shall have been expressly
                  provided otherwise in this Agreement, Tellurian shall have:

                  5.2.1    on the Completion Date, communicated the Know-how to
                           Voyager for its use within the Licensed Territory as
                           provided herein in accordance with the terms of the
                           License granted hereunder; and

                  5.2.2    on the Completion Date, delivered to Voyager the
                           Copyright Matter for its use within the Licensed
                           Territory as provided herein to enable Voyager to use
                           the Copyright Matter pursuant to the License granted
                           hereunder.

         5.3      If Tellurian fails to deliver the deliverables as specified in
                  part V of the Schedule B at the time stipulated for the
                  delivery of such deliverables, Tellurian shall be liable to
                  pay to Voyager at the rate of 0.1% of fee for deliverable of
                  Section 3.2 of Part VII and 0.2% of fee for each other
                  deliverable in Section 3.3 through 3.5 of Park VII for each
                  calendar day of delay from the date of delay until the date of
                  delivery.

6.       Acceptance Testing

         6.1      Tellurian shall test the system in accordance with the test
                  specifications set out in Part VI of the Schedule B.

         6.2      Tellurian shall comply with a request by Voyager that it or an
                  authorized representative be provided with a reasonable
                  opportunity to observe the system being subjected to the tests
                  referred to in clauses 6.1.

         6.3      If the system fails to satisfy the test specifications
                  referred to in clauses 6.1, the relevant tests shall be
                  repeated by Tellurian at reasonable intervals until the system
                  satisfied those specifications. Any modifications or
                  improvements to the system which are required to enable those
                  test specifications to be satisfied shall be made at
                  Tellurian's expense.

         6.4      If the system fails to satisfy the test specifications
                  referred to in clauses 6.1 within 30 days after testing is
                  commenced, Voyager may either extend the test period or treat
                  the failure to satisfy the test specifications as a failure to
                  deliver the system. In the latter case, Voyager may pursue the
                  remedies applicable to such failure under this Agreement or at
                  law.

                                      -5-

         6.5      Tellurian shall give Voyager, on request, certification that
                  the system has been tested as required by this Agreement
                  following installation and has satisfied the test
                  specifications applicable to such testing under this
                  Agreement.

7.       Payment Terms

         7.1      The total price payable by Voyager under this Agreement is
                  provided in Part VII of the Schedule B.

         7.2      The price payable by Voyager reflects license fee under this
                  Agreement, but excludes royalty payable by Voyager under
                  Clause 8.

         7.3      The price payable by Voyager shall be made in United States
                  dollars.

         7.4      The total price payable by Voyager as provided in Clause 7.1
                  is a fixed and maximum amount payable and is not subject to
                  fluctuation or adjustment.

8.       Royalty

         8.1      For a period of five years from the Commencement Date, Voyager
                  shall be liable to make royalty payment to Tellurian for the
                  use of the License granted hereunder.

         8.2      The amount of royalty payable in respect of each Product or
                  each Derivative Product sold shall be:

                  8.2.1    in the case of the Product, at the rate equivalent to
                           two percent (2%) of the Net Sale Value of such
                           Product; and

                  8.2.2    in the case of the Derivative Product, at the rate
                           equivalent to two percent (2%) of the Derivative
                           Product multiplied by the ratio of the material cost
                           of components common to the Product to the total cost
                           of the Derivative Product.

                                      -6-

         8.3      Royalty shall be payable annually for Products and Derivative
                  Products sold with a particular fiscal year of Voyager and
                  shall be payable within ninety days following the end of the
                  fiscal relevant year. For the avoidance of doubt, the "fiscal
                  year" of Voyager means the year starting January 1, and ending
                  on December 31.

         8.4      For the purpose of determining the total royalty payable,
                  Voyager shall as soon as the completion of annual financial
                  reports, deliver to Tellurian a report setting out the total
                  number of sales of Products and Derivative Products, and
                  Voyager's calculation of the total royalty payment due for the
                  relevant fiscal year. Royalty payable by Voyager pursuant to
                  Clause 8 hereof shall be calculated in the currency adopted by
                  Voyager in the presentation of its financial statements in
                  accordance with the generally accepted accounting principles
                  in Taiwan, consistently applied provided that payments shall
                  be made in the United States dollars.

9.       Taxes

         9.1      All sums of money payable hereunder whether with regard to the
                  price, the royalty or otherwise shall be deemed to be
                  exclusive of any tax, duty, charge, assessment or levy imposed
                  by the Taiwan government upon Voyager or Tellurian in
                  connection with this Agreement.

10.      Intellectual Property Rights

         10.1     Tellurian warrants that the use, sale or other disposal of the
                  products will be free from infringement of patent or other
                  intellectual or industrial property rights of third parties
                  and that no component of the products infringes the industrial
                  or intellectual property rights of any Person.

         10.2     Tellurian shall fully indemnify and hold harmless Voyager
                  against any loss, costs, expenses, demand or liability,
                  whether direct or indirect, arising out of a claim by a third
                  party that a component of the Products infringes any
                  intellectual or industrial property right of that third party.

         10.3     The indemnity referred to in Clause 10.2 shall be granted
                  whether or not legal proceedings are instituted and, if such
                  proceedings are instituted, irrespective of the means, manner
                  or nature of any settlement, compromise or determination.

         10.4     Voyager shall notify Tellurian as soon as practicable of any
                  infringement, suspected infringement or alleged infringement
                  by a component of the Products of the intellectual or
                  industrial property rights of any Person.

                                      -7-

         10.5     Without prejudice to Voyager's right to defend a claim
                  alleging such infringement, Tellurian shall if requested by
                  Voyager but at Tellurian's own expense, conduct the defense of
                  a claim alleging such infringement. Tellurian shall observe
                  Voyager's directions relating in any way to that defense or to
                  negotiations for settlement of the claim.

         10.6     Voyager shall if requested but at Tellurian's expense provide
                  Tellurian with reasonable assistance in conducting the defense
                  of such a claim.

         10.7     Without limiting the generality of Clauses 10.1 to 10.3, if it
                  is determined by an independent tribunal of fact or law or if
                  it is agreed between the parties to the dispute that an
                  infringement of any industrial or intellectual property rights
                  of any Person has occurred on grounds in any way related to a
                  component of the Products, Tellurian shall at its own expense:

                  10.7.1   modify or replace the component so that such
                           infringement, defect or inadequacy is removed;

                  10.7.2   procure for Voyager the right to continue enjoying
                           the benefit of this Agreement; or

                  10.7.3   if the solutions in Clause 10.7.1 or 10.7.2 cannot be
                           achieved, recall the component, in which case this
                           Agreement is immediately terminated and Voyager may
                           pursue all remedies available to it under this
                           Agreement or at law for Tellurian's breach of
                           agreement.

11.      Voyager's Intellectual Property

         11.1     Tellurian acknowledges that any changes to, modifications on,
                  improvements or enhancements of the Intellectual Property of
                  Tellurian made by Voyager, if capable of becoming the subject
                  matter of intellectual property, shall become the property of
                  and shall vest in Voyager. There is no obligation on Voyager
                  to make known to or to assign any right to all and any such
                  changes, modifications, improvements or enhancements to
                  Tellurian.

12.      Voyager's Undertakings

         12.1     Voyager shall use all reasonable endeavor to promote and sell
                  the Products to achieve maximum benefit to the parties hereto.

                                      -8-

         12.2     Notwithstanding any provisions of this Agreement expressly or
                  impliedly to the contrary effect, by commencing commercial
                  production and the sale of Products Voyager shall be deemed to
                  have satisfied itself in every respect as to the suitability
                  and fitness of the Products, the uses to which they will be
                  put by purchasers and the technical characteristics of same
                  and accordingly Tellurian shall not under any circumstances be
                  responsible or liable for any death, injury (physical or
                  financial), loss, damage, costs or other liability whatsoever
                  which Voyager or any third party may incur as a result of the
                  use of the Products.

13.      Sales and Marketing of Products

         13.1     Under this Agreement:

                  a)  Tellurian shall only market and sell the Product or
                      Derivative Products outside the Licensed Territory as
                      specified in Part III of the Schedule B; and

                  b)  Voyager may market and sell the Product and the Derivative
                      Products within and outside the Licensed Territory.

         13.2     In the event that Tellurian has made sales of the Products or
                  the Derivative Products for use within the Licensed Territory
                  contrary to the restriction provided in Clause 13.1, then
                  Voyager shall be entitled to receive from Tellurian, without
                  prejudice to any other remedy which Voyager may have either at
                  law or under this Agreement, a payment in respect of each
                  Produce or Derivative Product so sold for use within the
                  Licensed Territory of a sum equivalent to one hundred times of
                  the Net Sales Value of each Product so sold.

         13.3     In the event that Tellurian, in breach of the grant of License
                  to Voyager, has allowed the use of its Intellectual Property
                  by a third part in the Licensed Territory, Tellurian shall be
                  liable to compensate Voyager in the amount equivalent to five
                  times the price payable hereunder, such being the genuine
                  pre-estimated damages of Voyager as a result of Tellurian's
                  breach of agreement.

14.      Trademarks

         14.1     Except as specifically provided in any trademark licenses,
                  Voyager shall not be entitled to use any trademark, trade name
                  or service mark of Tellurian nor shall Voyager be entitled to
                  refer to or name Tellurian in any sales literature or
                  technical manuals or other publications literature or
                  technical manuals or other publications without the prior
                  written consent of Tellurian.

                                      -9-

         14.2     Except as specifically provided in any trademark licenses,
                  Tellurian shall not be entitled to use any trademark, trade
                  name or service mark of Voyager nor shall Tellurian be
                  entitled to refer to or name Voyager in any sales literature
                  or technical manuals or other publications literature or
                  technical manuals or other publications without the prior
                  written consent of Voyager.

15.      Dispute Resolution

         15.1     Both parties recognize that their mutual commercial interests
                  are dependent upon the successful implementation of this
                  Agreement and the importance to their commercial interests of
                  resolving all disputes and difference between them as quickly
                  and as amicably as possible. For the purposes of this
                  Agreement any such dispute shall include any alleged breach by
                  either part of the terms of this Agreement any such dispute
                  shall include any alleged breach by either part of the terms
                  of this Agreement.

         15.2     In the event that a solution cannot be found, then the matter
                  may be referred to the decision of the arbitration tribunal in
                  accordance with the Commercial Arbitration Law of the Republic
                  of China. The place of arbitration shall be in Taipei and the
                  decision of such tribunal, including any decision which may be
                  made as to expenses shall be final and binding on the parties
                  hereto.

16.      Third Party Obligation

         16.1     Voyager acknowledges that it has been informed by Tellurian
                  that it has a collaboration agreement with TTY Graphics, Inc.
                  and under a separate agreement between Tellurian and the third
                  party certain payment received from Voyager under this
                  Agreement will be transferred to the said third party.

         16.2     Tellurian represents that the third party has consented to the
                  entering into this Agreement by Tellurian and is fully aware
                  of the License to be granted to Voyager hereunder; Tellurian
                  represents and warrants that Tellurian has obtained and shall,
                  at the request of Voyager, produce to Voyager such written
                  evidence confirmed by such third party that Tellurian has
                  obtained all rights, titles, and interests in all and any
                  intellectual property from the said third party as may be
                  necessary for Tellurian to perform its obligations under this
                  Agreement.

                                      -10-

17.      Termination and Cancellation

         17.1     The parties shall endeavor where possible to resolve all
                  disputes and differences between them in terms of Clause 16
                  but in the event that a resolution to the dispute or
                  difference cannot be found in terms of Clause 16 this
                  Agreement may be terminated by either party in giving not less
                  than one month's written notice to the other in any of the
                  following events:

                  (i) by either party in the event of the liquidation or
                      receivership of the other or the appointment of an
                      administrator of either party or by either party ceasing
                      or threatening to cease trading; or

                 (ii) by either party in the event of the material breach by
                      the other of any of its obligations hereunder which cannot
                      be remedied or if it can be remedied, remains unremedied
                      on the expiry of twenty eight days (or such other period
                      as shall be reasonable having regard to the nature and
                      extent of the breach) after the receipt by the party in
                      breach of written notice from the other specifying the
                      breach and the action required to remedy same. For the
                      purposes of this Clause material breach shall be
                      determined by the Arbitration Tribunal in terms of Clause
                      16 hereof.

         17.2     Termination of this Agreement shall not affect the rights of
                  either party against the other in respect of the period up to
                  date of termination.

         17.3     Subject to the promise of sub-clause 17.4 below on termination
                  of this Agreement for any reason whatsoever Voyager shall
                  cease to have any rights, use or sell the products and shall
                  forthwith deliver up to Tellurian all items, documents,
                  designs, software and drawing of whatever nature belonging to
                  Tellurian and then in the possession of Voyager.

         17.4     In the event of termination of this Agreement by Voyager due
                  to the material breach of this Agreement by Tellurian then
                  Voyager shall be entitled to continue to use the Intellectual
                  property then existing royalty free but observing the other
                  provisions of this Agreement relating to Intellectual Property
                  so far as necessary to protect the parties' interests in terms
                  of this Agreement.

         17.5     It is understood that the time extended by the penalty period
                  for completion of project is of essence of this Agreement and,
                  notwithstanding anything provided to the contrary, this
                  Agreement is deemed to be automatically canceled if the
                  project shall not have been completed on the Completion Date
                  unless Voyager agrees to the extension thereof in writing.

                                      -11-

         17.6     On the cancellation of this Agreement, Tellurian shall
                  forthwith without demand return all money received by
                  Tellurian with annual interest rate of 8%.

         17.7     On the cancellation of this Agreement, Voyager shall forthwith
                  return without demand all deliverables received from Tellurian
                  under this Agreement or dispose of such deliverables in such
                  manner as Tellurian may direct.

18.      Approval of Authorities

         18.1     Voyager shall at its own expense (but with the assistance of
                  Tellurian) procure registration of this Agreement with any
                  appropriate authorities in the Licensed Territory if such
                  registration is either legally required or in the interests of
                  either party.

         18.2     If it is a legal requirement of any country in the Licensed
                  Territory that this Agreement be formally approved or
                  registered prior to its taking effect then the rights of
                  Voyager conferred under this Agreement shall be conditional on
                  the prior receipt in writing by Tellurian of such registration
                  or approval either unconditionally or subject only to
                  condition which are in the opinion of Tellurian acceptable.

         18.3     Tellurian shall at its own expense procure all approvals and
                  permits required under the law of the United States relating
                  to this Agreement for this Agreement to be effective and for
                  Tellurian to perform its obligations hereunder.

19.      General

         19.1     No understanding, representation or warranty (whenever made)
                  relating to the subject matter of this Agreement shall bind
                  the parties hereto unless incorporated herein.

         19.2     An omission by any party to exercise any right or remedy
                  available to that party under the terms of this Agreement
                  shall not be taken to signify acceptance of the event giving
                  rise to exercise such right or remedy and shall be without
                  prejudice to the rights of either party which may arise in the
                  future.

         19.3     No variation to the terms of this Agreement shall be effected
                  unless agreed in writing by duly authorized officers of the
                  parties.

                                      -12-

         19.4     This Agreement together with the Schedules referred to herein
                  shall constitute the entire agreement between the parties
                  regarding the subject matter hereof and supersedes all prior
                  oral or written agreements.

         19.5     In the event any provision of this Agreement is declared or
                  found to be prohibited by law then that provision shall be
                  deemed to be a separate and distinct provision which shall not
                  affect the validity and enforceability of the remaining
                  provisions hereof and such provisions shall be deemed to have
                  been inapplicable to this Agreement from the date hereof and
                  the parties hereto shall negotiate an acceptable alternative
                  to such provisions failing which this Agreement shall be
                  deemed to have been terminated by the parties hereto in
                  accordance with the provisions hereof but such termination
                  shall be without prejudice to the provisions herein contained
                  relating to accuracy and indemnification of Tellurian by
                  Voyager.

20.      Notices

         20.1     All Notices to be given under the terms of this Agreement may
                  be given personally or by courier or by registered airmail in
                  all cases to the address of the party in question as specified
                  in paragraph 20.2 of this Clause.

         20.2     Notices to Tellurian shall be addressed to its principal place
                  of business as specified in the preamble hereto marked for the
                  attention of Mr. Stu French and Notices to Voyager shall be
                  addressed to its principal place of business as specified in
                  the preamble hereto marked for the attention of Mr. Tsan Rong
                  Lin.

21.      Assignment

         21.1     Tellurian agrees that Voyager may assign all its rights,
                  titles and interests in this Agreement and/or transfer its
                  obligations under this Agreement to a third party provided
                  that Voyager shall not effect such assignment or transfer
                  without first informing Tellurian in writing and then such
                  assignment and transfer by Voyager shall not release its
                  obligations to make payment of the price or the royalty
                  hereunder.

22.      Proper Law

         This Agreement shall be governed in all respects in accordance with the
         laws of the Republic of China.

                                      -13-

23.      Precedence

         23.1     The documents comprising this Agreement shall be read in the
                  order of precedence of the clauses of this Agreement, Schedule
                  B, and Schedule A.

         23.2     Where any conflict occurs between the provisions contained in
                  two or more of the documents forming this Agreement, the
                  documents lower in the order of precedence shall where
                  possible be read down to resolve such conflict. If the
                  conflict remains incapable of resolution by reading down, the
                  conflicting provisions shall be severed from the document
                  lower in the order of precedence without otherwise diminishing
                  the enforceability of the remaining provisions of that
                  document.

         IN WITNESS WHEREOF the parties hereto have caused their duly authorized
         representative to have this Agreement together with the schedules
         annexed hereto executed on the day and year first above written.

                                      -14-

         SIGNED BY:

         FOR Tellurian, Inc.
         Ronald J. Swallow, CEO

         Ronald J. Swallow
         ---------------------------

         For Voyager Graphics, Inc.
         Tsan Rong Lin, President

         Tsan Rong Lin
         ---------------------------

         WITNESSED BY:

         For TTY Graphics, Inc.
         Ching-Yuan Tung, President

         Ching-Yuan Tung
         ---------------------------

                                      -15-

                                   Schedule A

                        PROPOSAL FOR TECHNOLOGY TRANSFER

                                TELLURIAN, INC.'s

                              EAGLE IMAGE GENERATOR

                                       TO

                             VOYAGER GRAPHICS, INC.

                                 Tellurian, Inc.

                                 6 Demarest Pl.

                                 Waldwick, N.J.

1.0      CIG Hardware

         The following is a brief description of Tellurian's latest offering,
         EAGLE, in the low cost, high performance category of image generators.
         The basis for this product is the AT-200, which began production in
         early 1992 as a six board set. To date, over 225 sets of boards have
         been produced and sold. The new product utilizes a new CPU chip set,
         doubles performance, and is a small stand-alone unit which uses an
         interface card to communicate with the host. The interface card is a
         single board capable of being inserted directly onto a PC mother
         boards. EAGLE is a product for serious virtual reality environments as
         well as for training and simulation applications. A PC computer is
         sufficient as a host for the simulation, the design of the EAGLE is
         such that it performs all intensive floating point computations as well
         as handling the complete data base to final image solution at a minimum
         of 30 frames per second of display update speed. The model EAGLE board
         provides real-time image generation with high resolution, multiple
         channel operation, and true 24 bit color, at the best price/performance
         ratio ever offered in the industry.

1.1       An Interface To Host Computer

          The EAGLE, like the AT-200, has an interface board which is mounted
          directly onto a standard PC BUS. The software and database are stored
          on the hard disk of the host PC, and is downloaded onto memory
          resident on EAGLE. Once downloaded, the host must then only supply
          updated eye positioning data to EAGLE, and is therefore free to
          accomplish many other tasks associated with a particular application.

          Downloading to EAGLE and transferring data to EAGLE during operations
          is via command and data cables from the interface card to the image
          generator.

1.2       Geometry Engine

          The basic AT-200 architecture has been redesigned into a much lower
          cost, higher performing device as follows:

1.2.1     The Weitek chip set (consisting of 3 chips) costs approximately $900.
          These chips operate on a 100 nsec cycle, and can be replaced by a
          single Analog Devices chip costing $160 while operating on a 40 nsec
          cycle. The majority of the special purpose address, clipping, memory
          control and other circuits can be replaced by two FPGAs (Field
          Programmable Gate Array). The result is that the new "front-end" will
          outperform the current AT-200 and by a performance factor of 6, will
          provide 50,000 polygons at 30Hz. This configuration also permits
          elimination of the Daughter board entirely.

                                      -1-

1.3       Pixel Processor

          The addition of one FPGA, a small block of 4 x 10 bit memory chips and
          a few fast PALS, and the rear end reduces from (4) 9"x9" boards to 1/2
          of a normal PC add-on board.

1.4       Video Outputs

          a. 1,000 line video, 2:1 interlace, 31.5 Khz. line rate, 60 Hz. field
             rate.
          b. 500 line video, 2:1 interlace, 15.7 Khz. line rate, 60 Hz. field
             rate (1,000 line image averaged vertically over pairs of lines).

2.0      Requirements

2.1       Technical Capabilities

2.1.1     Polygon Transformation and Rendering Performance

          Up to 50,000 three-sided polygons or 35,000 four-sided polygons at 30
          frames per second displayed in the view able pyramid of view or up to
          1,500,000 polys per sec. Automatically optimized 4 plane pyramid of
          view object polygon clipping, flat shading, and infinite, point and
          ambient light sources.

          Entity Coloring - All polygons may be independently given any 24 bit
          color.

          Geometry Data Format - All x, y, z data in 32 bit IEEE floating point
          format.

          Transformations - All matrix operations to locate or position and
          scale objects are in 32 bit IEEE floating point format.

          Matrix Tree Depth - Real-time matrix tree decoding of unlimited depth.

          Database Swapping - Blocking structures are available to both swap in
          and out database sections and qualify a group of objects as
          potentially visible in the view pyramid.

          Levels of Detail (LOD) - LOD structures switched in by range and
          optional performance monitoring are available to maintain maximum
          scene detail at real-time performance (30 frames per second minimum).

          Pixel Fill - For large perspective triangles a rate of fill of 3.5
          nanoseconds per pixel.

                                      -2-

          Frame Buffer - Two 1,010 x 960 x 24 bit pixel buffers standard.

          Transport Delay - 3 field times or 50 milliseconds for 30 Hz frame
          update or solution rate and 2 field times or 33 milliseconds for 60 Hz
          frame update rate.

          Hidden Surface - Priority sort hidden surfaces algorithm requiring a
          pre-simulation BSP planes hierarchy generation for all "sub objects."

          Dynamic Objects - Standard machine allows a large number of dynamic
          objects that may cross the BSP planes at any time. An almost unlimited
          number of dynamic objects can be supported if their motion does not
          cause them to cross the BSP planes.

          Motion Primitives - High level motion primitives such as "turn around
          a point" and "fly or move along a path" with or without bank angle
          will be supported.

          Special Effects - True translucent fog layers with arbitrarily
          oriented fog layer planes are supported.

          Super Atom - Software tools to allow more efficient structuring and
          decoding of databases.

          Host Loading - the host PC AT is not used at all to generate images -
          only to transfer state variables and database pointer references to
          and from the CIG.

          Therefore, only 6 viewer parameters are needed to drive the Visual
          System.

          Main Memory - From two to sixteen megabytes of main image generator
          memory is provided. It is list optimized so that a 32 bit word
          transfers to consecutive addresses occurs at 30 nanoseconds per 32 bit
          word.

          Custom Micro Code - Special functions required for specific
          applications can be developed on a cost per function basis.

          Realtime Illumination - Dynamic sun shading of objects based on sun
          position and movement.

          Realtime Fade - Dynamic fading of an object into the background color
          s a method of visual acuity based on range to the object.

                                      -3-

2.1.2     Interface & Software Tools

          In addition to the hardware design for the CIG, Tellurian will provide
          complete documentation of the interface board to the host computer
          (PC). The software and its source code shall also be provided as part
          of the design disclosure.

2.1.3     Deliveries

          The deliverable materials shall include all the items listed below,
          and will be delivered in both hard copy and on 3.5" disks.

          -Circuit schematics
          -Gerber plot files
          -Technical reference documents
          -Software and source code
          -Programs for all programmable ICs and/or FPGAs

2.2       Utilization

2.2.1     Scope

          Voyager may use, copy, modify, reproduce, sublicense the CIGTech, and
          make and sell derivative products, Voyager may sell products and
          derivative products worldwide.

2.2.2     Sublicensing

          Voyager, after completing the Technology Transfer, has the right to
          sublicense the technology to other companies in Asia.

2.3       Time Requirement

          The Technology Transfer plan will be implemented within one week of
          the contract signing.

2.4       Training Requirement

2.4.1     Overseas Training (In US)

          Tellurian will implement its Training Program for up to 10 engineers
          who shall be selected by Voyager. The training program will be
          conducted in the US. It is a 12 week program geared to provide each
          engineer with a sound, working knowledge of every aspect of the EAGLE
          design. At the conclusion of the training program, the engineers will
          be capable of making modifications to the hardware and software
          designs, and also will be capable of building units in the US as a
          culmination of the "Overseas Training" portion of the program.

                                      -4-

2.4.2     Presentation of Training

          Tellurian will utilize its facilities in Waldwick, N.J. for both
          classroom training and production training. In the classroom,
          Tellurian will provide each student with a PC computer, a shared
          printer, and a copier. In addition, notebooks, paper, pens, etc. will
          be supplied by Tellurian.

          It is planned that each day will consist of a minimum of 8 hours
          student work, broken up as follows:

          -4 hours of lecture
          -2 hours of self study
          -2 hours of question and answers to conclude each day

          Tellurian will use a combination of hard copy handouts and viewgraphs.

2.4.3     System Documentation for Training

          Tellurian will provide the following documents for the training
          program. Please note that most of these items are the substance of the
          delivery data package.

          -  Schematics (to the gate level)
          -  Register Level Diagrams
          -  Logic Equations
          -  Simulations for both MACH's and FPGA's
          -  Memory maps
          -  Source Code
             -Micro code and Algorithm
             -Database Compiler
             -PC System Interface
          -  Mnemonic Signal Definition
          -  Software Engineering Tools
          -  Parts Specifications
          -  Bill of Materials

          For the hardware design students, the following tools will be
          available:

          -  ORCAD - Schematic capture & Simulation
          -  PALASM - MACH design & Simulation
          -  ACTEL - FPGA design & Simulation
          -  PADS - PC Board Routing

          For the software design students, the following tools will be
          available:

          -  C++ Compiler
          -  EAGLE Compiler
          -  Tellurian Author Language

                                      -5-

2.5       Price Requirement

          The Project Fee amount is equal to $1,500,000.

          The Project Fee is a fixed and maximum amount paid for the Project,
          which excludes all taxes imposed by the Taiwan government for the
          performance of the Project.

          Payment Schedule:

          4% upon signing the Agreement

          16% upon the completion of the first prototype of the computer image
          generator

          10% upon delivery o the design data package

          40% upon completion of training program

          20% 90 days after completion of training program

          10% 180 days after completion of training program

          This schedule includes the building of (10) EAGLEs for training. Any
          additional production will be paid for at the time of production.

2.5.1     Royalty

          As a compensation of license granted to Voyager, Voyager shall pay
          royalty Tellurian at the rate of two percent (2%) of the Sale Value of
          the derivative products.

          Tellurian agrees that Voyager make royalty payments for five (5) years
          from the date of the Agreement.

                                      -6-

                                   Schedule B

                                       OF

                          TECHNOLOGY TRANSFER AGREEMENT

                                 BY AND BETWEEN

                                 TELLURIAN, INC.

                                       AND

                             VOYAGER GRAPHICS, INC.

                                     PART I

                                  Patent Rights

NONE

                                      -1-

                                     PART II

                                Copyright Matters

Refer to 2.1.3 (Deliveries) of Schedule A.

                                      -2-

                                    PART III

                               Licensed Territory

Afghanistan, Australia, Bahrain, Bangladesh, Bhutan, Burma, China (including
Taiwan, Hong Kong and Mainland China), Cyprus, India, Indonesia, Iran, Iraq,
Japan, Jordan, Kampuchea (Cambodia), Korea (North), Korea (South), Kuwait, Laos,
Lebanon, Malaysia, Maldives, Marshall, Mongolia, Nepal, New Zealand, Oman,
Pakistan, Philippines, Qatar, Saudi Arabia, Singapore, Sri Lanka (Ceylon),
Syria, Thailand, Turkey, United Arab Emirates, Vietnam, Yemen (Aden and Sana).

                                      -3-

                                     PART IV

                                Training Program

1.       The training program consists of a total of twelve weeks of
         instructions as below. The training program is geared to provide each
         engineer with a sound, working knowledge of every aspect of the
         computer image generator designed and built by Tellurian. At the
         conclusion of the training program, the engineers will be capable of
         making modifications to the hardware and software designs, and also
         will be capable of building the Tellurian's computer image generators.

2.       Training shall begin within one month from the date of signing of the
         Agreement on a date to be agreed upon.

         2.1      Presentation of Training

                  Tellurian will utilize its facilities in Waldwick, N.J. for
                  both classroom training and production training. In the
                  classroom, Tellurian will provide each student with a PC
                  computer, a shared printer, and a copier. In addition,
                  notebooks, paper, pens, etc. will be supplied by Tellurian.

                  It is planned that each day will consist of a minimum of 8
                  hours of student work, broken up as follows:

                     .  4 hours of lecture

                     .  2 hours of self study

                     .  2 hours of questions and answers to conclude each day.

                  Tellurian will use a combination of hard copy handouts and
                  viewgraphs.

         2.2      System Documentation for Training

                  2.2.1 .   Tellurian will provide the following documents for
                            the training program:

                        .   Schematics (to the gate level)

                        .   Register Level Diagrams

                        .   Logic Equations

                        .   Simulations for both MACH's and FPGA's 

                        .   Memory Maps

                        .   Source Code:  Micro code & Algorithm, Database
                            Compiler and PC

                                       -4-

                        .   System Interface

                        .   Pneumonic Signal Definition

                        .   Software Engineering Tools

                        .   Parts Specifications

                        .   Bills of Materials

                  2.2.2    For the hardware design students, the following tools
                           will be available:

                        .   ORCAD - Schematic capture & Simulation

                        .   PALASM - MACH design & Simulation

                        .   ACTEL - FPGA design & Simulation   

                        .   PADS - PC Board Routing

                  2.2.3    For the software design students, the following tools
                           will be available: C++ Compiler EAGLE Compiler
                           Tellurian Author Language

3.       Upon the completion of the training program, the trainees shall have
         built ten fully working units of Tellurian's computer image generators
         passing the test specifications.

4.       Training shall be provided by at least three duly qualified instructors
         who are experienced in the technology of computer image generators. The
         nomination of the instructors shall be subject to the approval of
         Voyager.

5.       Voyager shall nominate and Tellurian shall accept up to twelve
         engineers to the training under this Agreement.

                                      -5-

                                     PART V

                                  Deliverables

1.       Within sixty (60) days from the date of this Agreement, Tellurian shall
         have built the first prototype of the computer image generator form the
         Intellectual Property of Tellurian and shall have demonstrated to the
         satisfaction of Voyager that the prototype achieves the technical
         capabilities provided in Paragraph 2.1 of Schedule A, the Proposal of
         Tellurian.

2.       Within one hundred and eighty (180) days from the date of this
         Agreement, Tellurian shall have completed training program for Voyager
         designated engineers/staff members and shall have built and
         successfully tested ten units of computer image generators.

3.       In addition to the deliverables mentioned above, Tellurian shall, at
         the commencement of the training program, deliver to Voyager all those
         items listed in paragraph 2.4.1.1 of the Proposal together with all
         associated documentation relating to the design, production and
         manufacturing of Tellurian's computer image generators, and such
         Know-how (as defined) relating to the technology of computer image
         generators.

                                      -6-

                                     PART VI

                               Test Specifications

1.       The contents of Paragraph 2.1 of the Proposal of Tellurian are repeated
         in this Part VI as if set forth verbatim.

2.       The computer image generator system shall be tested against the
         technical capabilities set out in Paragraph 1 of this Part VI.

                                      -7-

                                    PART VII

                                      Price

1.       The total price payable by Voyager to Tellurian under this Agreement
         shall be US $1,500,000.00 (one million five hundred thousand United
         States dollars) only inclusive of all costs, expenses, taxes and fees,
         but exclusive of taxes imposed by the Taiwan Government.

2.       The price stated herein shall be fixed and shall not be subject to
         fluctuation or adjustment whatsoever and howsoever.

3.       Payment shall be made by Voyager to Tellurian as follows:

         3.1      4% upon signing of this Agreement;

         3.2      16% upon the completion of the first prototype of the computer
                  image generator;

         3.3      10% upon delivery of design data package;

         3.4      40% upon completion of training program;

         3.5      20% in ninety days after completion of training program; and

         3.6      10% in one hundred and eighty days after completion of
                  training program.

4.       All payments shall be made in United States dollars by telegraphic
         transfer to the account of Tellurian (particulars of account and bank
         in United States).

5.       Tellurian shall ensure that all accounts for payment are rendered in
         accordance with the provisions of this Agreement and any instructions
         (which shall not be inconsistent with the provisions of this Agreement)
         given by Voyager.

6.       Tellurian shall only be entitled to render an account for payment of an
         amount that is due for payment under this Agreement and an account for
         payment shall be taken to be correctly rendered if:

         (a)      the amount claimed in the account is correctly calculated in
                  accordance with this Agreement and a commercial invoice is
                  rendered;

         (b)      the account is accompanied where required, by documentation
                  that provides evidence that amount specified in the account is
                  in accordance with the Agreement;

                                      -8-

         (c)      where the first account for payment is rendered, and where it
                  is relevant, either the Certificate of Acceptance is attached,
                  or the account is accompanied by, or contains, evidence that
                  the relevant Certificate of Acceptance has been issued;

         (d)      the account which is addressed to the officer designated by
                  Voyager receive accounts for payments; and

         (e)      the amount claimed in the account is due for payment.

                                      -9- 

Basic Info X:

Name: TECHNOLOGY TRANSFER AGREEMENT
Type: Technology Transfer Agreement
Date: Aug. 8, 1996
Company: TELLURIAN INC /NJ/
State: Delaware

Other info:

Date:

  • 1st day of January , 1996
  • January 1
  • December 31
  • early 1992

Organization:

  • Tze Chiang 3rd Road
  • Chungli Industrial Park
  • Voyager the Copyright Matter
  • Marketing of Products
  • Third Party Obligation 16.1 Voyager
  • Tellurian , Inc. Ronald J
  • Voyager Graphics , Inc.
  • TTY Graphics , Inc. Ching-Yuan Tung
  • INC. Tellurian , Inc. 6 Demarest Pl
  • Requirements 2.1 Technical Capabilities 2.1.1 Polygon Transformation
  • 2.1.2 Interface & Software Tools
  • Time Requirement The Technology Transfer
  • 2.4.2 Presentation of Training Tellurian
  • United Arab Emirates
  • Schematic capture & Simulation
  • MACH design & Simulation
  • FPGA design & Simulation
  • PC Board Routing
  • Intellectual Property of Tellurian
  • Certificate of Acceptance

Location:

  • United States of America
  • Chungli
  • Taoyuan
  • Tellurian
  • Taipei
  • Asia
  • Voyager
  • Afghanistan
  • Australia
  • Bahrain
  • Bangladesh
  • Bhutan
  • Burma
  • Taiwan
  • Hong Kong
  • Mainland China
  • Cyprus
  • India
  • Indonesia
  • Iran
  • Iraq
  • Japan
  • Cambodia
  • Korea
  • Kuwait
  • Laos
  • Lebanon
  • Malaysia
  • Maldives
  • Mongolia
  • Nepal
  • New Zealand
  • Oman
  • Pakistan
  • Philippines
  • Qatar
  • Saudi Arabia
  • Singapore
  • Sri Lanka
  • Syria
  • Thailand
  • Turkey
  • Vietnam
  • Yemen
  • Aden
  • Waldwick
  • N.J.

Money:

  • $ 900
  • $ 160
  • $ 1,500,000

Person:

  • Tellurian
  • Stu French
  • Tsan Rong Lin
  • Ching-Yuan
  • Jordan
  • Marshall

Percent:

  • 0.1 %
  • 0.2 %
  • two percent
  • 8 %
  • 4 %
  • 16 %
  • 40 %
  • 20 %
  • 10 %