TO ASSET AND LICENSE PURCHASE AGREEMENT AMENDMENT TO ASSET AND LICENSE PURCHASE AGREEMENT DATE: October 25, 1999 PARTIES: "The Licensor": NIMSTEC LIMITED, an exempted corporation registration no. 21568 formed under the laws of Bermuda whose principal...

                                 NIMSTEC LIMITED


                                     - AND -



                                    X0XX.XXX









                                    AMENDMENT


                                       TO


                      ASSET AND LICENSE PURCHASE AGREEMENT






                AMENDMENT TO ASSET AND LICENSE PURCHASE AGREEMENT


DATE:     October 25, 1999

PARTIES:

    "The Licensor": NIMSTEC LIMITED, an exempted corporation registration no.
    21568 formed under the laws of Bermuda whose principal place of business is
    at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx XX XX, Xxxxxxx

    "The Licensee": x0Xx.xxx, formerly named 0-Xx.xxx, a corporation
    organised under the laws of Nevada.

WHEREAS the Licensor and Licensee entered into an Asset and License Purchase
Agreement dated June 39, 1999 (the "Agreement"); and

**

WHEREAS the Licensee wishes to add this new technology to the scope of its
license as defined in the Agreement;

NOW THEREFORE the Licensor and Licensee hereby agree to amend the Agreement
as follows:

AMENDMENT 1

Under Item 1. Definitions, sub-item 1.1, amend the definition of Products to
include the following additional products.

    "Products"  all animated or 3-D images photographically or digitally
    created for the photographic printing of animated or 3D images - 3D
    photographic cameras - 3D photographic printers - 3D photographic apparatus
    used with 2-D cameras  parallax rotation of image to simulate 3D image -
    lenticular print optical material with photographic emulsions (LPF) **

                                           ** text omitted & filed separately
                                           Confidential Treatment Requested
                                           Under 17 C.F.R. Section 200.80(b)(4),
                                           200.83 and 240.246-2


                                  Page 2 of 3



AMENDMENT 2

Under Item 7. Payment, sub-item 7.1, amend as indicated here:

7.  PAYMENT

    7.1  The Licensee shall during the continuance of this Agreement pay to
         the Licensor a license fee of five per cent (5%) of the Gross Sales
         Value of all Products (or any part thereof) sold or otherwise supplied
         for money or money's worth. **

AS WITNESS whereof this Agreement has been duly executed the day and year
first above written:

NimsTec Limited                        x0Xx.xxx
00 Xxxxx Xxxxxx                        4850 River Green Parkway
Suite 120                              Duluth Georgia
Xxxxxxxx XX JX Bermuda

By:                                    By:
   --------------------------------       --------------------------------
Name: Xx. Xxxxx X. Xxxx                Name: Xxxx X. Xxxxxx
Title: Chairman                        Title: President


Date:                                  Date:
     ------------------------------         ------------------------------





                                           ** text omitted & filed separately
                                           Confidential Treatment Requested
                                           Under 17 C.F.R. Section 200.80(b)(4),
                                           200.83 and 240.246-2


                                  Page 3 of 3