License Agreement - Celerity Systems Inc. and Enkay Telecom Co. Ltd.


                               LICENSE AGREEMENT

      This LICENSE AGREEMENT (this "Agreement") is made and entered into as of
the 26th day of September, 1996, by and among CELERITY SYSTEMS, INC., a
corporation organized and existing under the laws of the State of Tennessee,
United States of America ("Licensor") and ENKAY TELECOM CO., LTD, a corporation
organized and existing under the laws of the Republic of Korea ("Licensee").

      WHEREAS, Licensor is engaged in the development, manufacture and licensing
of hardware, software, systems and equipment used in the interactive digital
cable television business, including its next generation set-top box unit called
the "Topper 4000" (the "Product"); and

      WHEREAS, Licensee is in the business of manufacturing and selling various
types of consumer electronic equipment and desires to manufacture and distribute
the Product in the Republic of Korea and elsewhere; and

      WHEREAS, the parties executed a Memorandum of Understanding dated June 14,
1996 (the "Memorandum"), evidencing their intention to enter into a definitive
Agreement granting license rights to Licensee as described herein.

      NOW, THEREFORE, in consideration of the terms, covenants and conditions
contained herein, the parties hereto mutually agree as follows:

      1.    Manufacture and Distribution Rights.

            (a)   Licensor hereby grants to Licensee, and Licensee hereby
                  accepts, the right and license to manufacture and sell the
                  Product on the terms and conditions set forth herein. Licensor
                  hereby grants to Licensee, and Licensee hereby accepts, a
                  license, in and to technology, know-how and intellectual
                  property rights related to the Product (the "Technology")
                  necessary to and solely for the purpose of manufacture and
                  sale of the Product.

            (b)   The license granted hereby may not be transferred or
                  sublicensed by Licensee, but shall extend to any wholly-owned
                  subsidiaries and divisions of Licensee. Licensee shall be
                  responsible for the compliance by each such subsidiary and
                  division with the terms and provisions of this Agreement, and
                  agrees to report and pay royalties to Licensor in accordance
                  with Section 3 hereof with respect to production of the
                  Product by each such subsidiary or division. Any such
                  affiliate shall agree in advance in writing to be bound by all
                  the terms of this Agreement, and Licensee shall agree to
                  guarantee the obligations of such assignee hereunder.

            (c)   The license granted hereby conveys no right to Licensee to use
                  or register any trademark or trade name of Licensor, or to use
                  the name of Licensor or any trademark or trade name in any
                  manner whatsoever in connection with the sale of the Product
                  hereunder. Nothing in this Agreement shall be construed as
                  conveying, expressly or by implication, any right under any of
                  Licensor's know-how except in connection with the manufacture
                  and sale of the Product


                  hereunder.

            (d)   Licensee shall not have the Product manufactured for it by any
                  third party without the prior written consent of Licensor,
                  except where such third party has been licensed by Licensor to
                  manufacture the Product.

            (e)   Upon the termination of this license for any reason, Licensee
                  shall return the Technology, including but not limited to the
                  source codes, and any and all copies thereof, to Licensor.

            (f)   Nothing contained herein shall prohibit Licensor from using
                  the Technology for its own purposes, nor from licensing the
                  Product and the Technology to others, provided that such usage
                  or licensing by Licensor is not in competition with the sale
                  of the Product by Licensee in the Republic of Korea in
                  connection with or as a part of the SWAN II Interactive
                  Digital CATV project for Korea Telecom. Nothing contained
                  herein shall prohibit Licensor from using the Technology for
                  the development, sale and distribution of its server products
                  for use with set-top boxes manufactured by others which may be
                  competitive with Licensee.

      2.    Territory. The license to manufacture and sell the Product granted
            hereby shall be exclusive as to sales for delivery within the
            Republic of Korea. Licensee may from time to time request the right
            to sell the Product in other areas. If Licensor has not at the time
            granted to anyone else the right to sell the Product in such other
            areas, Licensor will grant to Licensee the non exclusive right to
            manufacture and sell the Product in such other areas on
            substantially the same terms as are set forth in this Agreement,
            provided that such right shall exist only until such time as
            Licensor grants to Licensee or someone else an exclusive right to
            sell in any such area.

      3.    Royalties.

            (a)   In consideration of the Technology to be provided to Licensee
                  by Licensor under this Agreement, Licensee shall pay to
                  Licensor the sum of one million two hundred thousand dollars
                  ($1,200,000), in addition to periodic royalties as hereinafter
                  provided, payable by Licensee to Licensor as follows:

                  (i)   one hundred thousand dollars (U.S. $100,000) within
                        three (3) weeks after execution of the Memorandum,
                        nonrefundable, such payment to be in consideration of
                        Licensor's agreement herein to undertake development of
                        the Topper 4000;

                  (ii)  five hundred thousand dollars (U.S. $500,000) upon the
                        execution of this Agreement, nonrefundable; and

                  (iii) six hundred thousand dollars (U.S. $600,000), as a
                        fixed, up front license fee, upon Licensor's
                        demonstration of the proper functioning



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                        of the Product according to the specifications set forth
                        in Exhibit A attached hereto for the SWAN II Interactive
                        Digital CATV project for Korea Telecom or Licensee's
                        first sale of any Product utilizing the Technology,
                        whichever occurs first.

            (b)   The initial one hundred thousand dollars (U.S. $100,000) and
                  five hundred thousand dollars (U.S. $500,000) payments
                  provided for above shall be made before Licensor provides any
                  technical know-how, information or data to Licensee.

            (c)   In consideration of the license herein granted, and in
                  addition to the fixed payments provided for in Section 3(a)
                  above, Licensee shall pay to Licensor periodic royalties at
                  the rate of ten dollars (U.S. $10) for each unit of the
                  Product sold by Licensee. Such periodic royalties shall be
                  paid by Licensee to Licensor within thirty (30) days following
                  the end of each fiscal quarter of this Agreement, beginning
                  with the end of the third full month following the execution
                  of this Agreement.

            (d)   Licensee will furnish to Licensor within thirty (30) days
                  following the end of each such quarter a written statement
                  certified by the Chief Financial Officer of Licensee showing
                  the number of units of the Product sold by Licensee during
                  such quarter, including customer names and selling prices, and
                  the amount of periodic royalties due for the corresponding
                  period, together with payment of the royalties due.

            (e)   Licensee will at all times during the term of this Agreement
                  keep accurate books of account and other records reflecting
                  all sales of the Product, and will carefully prepare and
                  maintain such books and records for at least five (5) years
                  following the termination of this Agreement. Licensee hereby
                  grants to Licensor or its duly accredited representative the
                  right to inspect and make copies of such books and records for
                  the purpose of ascertaining or confirming the accuracy of
                  statements rendered hereunder, such inspection and copying to
                  be at the expense of Licensor.

            (f)   All payments provided for in this Agreement shall be made to
                  Licensor in Knoxville, Tennessee in United States currency.
                  All payments shall be net to Licensor, without deduction for
                  taxes, assessments, or other charges which may be imposed on
                  Licensor by the Government of the Republic of Korea or any
                  political subdivision thereof with respect to any amounts
                  payable to Licensor pursuant to this Agreement, and without
                  deduction for banking or wire transfer fees. Such taxes,
                  assessments or other charges, and fees shall be paid by
                  Licensee.

      4.    Term. The term of this Agreement, and the duration of the license
            granted hereby, shall be three (3) years from the date of this
            Agreement. This Agreement shall be subject to renewal on terms to be
            agreed upon by the parties. Either party intending


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            to seek renewal of this Agreement shall give notice thereof to the
            other party at least one hundred eighty (180) days prior to the
            expiration hereof.

      5.    Delivery of Technology. Following the Licensor's receipt of fee
            payments provided for in Sections 3(a)(i) and 3(a)(ii) above in the
            aggregate amount of six hundred thousand dollars (U.S. $600,000),
            Licensor will supply to Licensee technical information necessary for
            the production of the Product, pursuant to Technology Transfer
            Agreement between Licensor and Licensee in the form of Exhibit B
            attached hereto.

      6.    Additional Licensee Responsibilities.

            (a)   Licensee agrees to actively develop the market and to promote
                  the sale of the Product in the Republic of Korea, including
                  marketing, distribution, installation and service of the
                  Product.

            (b)   Licensee will maintain a marketing, sales and service
                  organization properly trained to market the Product and to
                  insure proper installation and servicing thereof.

            (c)   Licensee will provide to Licensor on at least a quarterly
                  basis information and analysis of marketing and sales of the
                  Product in the Republic of Korea and professional support for
                  future development and sales of the Product in the Republic of
                  Korea.

            (d)   Licensee will be solely responsible for providing service and
                  support for the Products. Licensor shall have no Product
                  service or support responsibilities.

      7.    Additional Licensor Responsibilities. Licensor will sell to
            Licensee, and Licensee will purchase from Licensor, the proprietary
            gate arrays referred to as TOP4B. The part numbers will be disclosed
            to Licensee as deemed appropriate by Licensor. Licensor reserves the
            right to change the proprietary gate arrays as it deems appropriate.
            Licensor will sell to Licensee nonproprietary parts for the Product
            as mutually agreed. In all cases, prices will include a reasonable
            markup above Licensor's cost.

      8.    No Patent Warranty. Licensor makes no representation or warranty
            that the Product is free from any infringement of any patent or
            proprietary rights of others, except that Licensor is aware of no
            claim or charge of any such infringement.

      9.    Indemnification. Licensee agrees to indemnify, to defend and to hold
            harmless Licensor from claims of third persons either:

            (a)   proximately caused by the fault or negligence of Licensee, its
                  officers, employees or agents; or

            (b)   which relates to any customer disputes or claims relating to
                  the marketing,


                                        4


                  sale, distribution, installation, training or service of any
                  Product or the performance thereof, whether arising out of
                  express or implied warranty; or

            (c)   which relates to any other failure by Licensee to comply with
                  any terms of this Agreement; or

            (d)   which relates to any failure by Licensee to comply with
                  applicable laws and/or regulations in accordance with Section
                  13 hereof.

      10.   Insurance. Licensee agrees to maintain during the term hereof
            liability insurance for personal injury and property damage,
            including products liability and contractual coverage, as set forth
            herein. Coverage for personal injury shall be not less than one
            million dollars (U.S. $1,000,000) annual aggregate liability.
            Coverage for property damage shall be not less than five hundred
            thousand dollars (U.S. $500,000) per occurrence. Such liability
            insurance obtained by Licensee shall include Licensor as a named
            insured. Licensee shall supply Licensor with a Certificate of
            Insurance upon written request by Licensor.

      11.   Force Majeure. Neither party hereto shall be liable for any delay
            arising from circumstances beyond its control including (but not
            limited to) acts of God, war, riot or civil commotion, industrial
            dispute, fire, flood, drought, shortage of material or labor or act
            of government, provided that the party seeking to be excused shall
            make every reasonable effort to minimize the delay resulting
            therefrom. Each party shall keep the other fully informed of any
            such circumstances.

      12.   Government Regulations.

            (a)   Licensee shall comply with all laws and regulations of all
                  applicable jurisdictions relating to the manufacture, sale and
                  distribution of the Products.

            (b)   This Agreement shall be subject to all United States laws and
                  regulations now or hereafter in effect applicable to the
                  subject matter hereof. The Export Administration Regulations
                  of the United States Department of Commerce prohibit, except
                  under an individual validated license, the exportation from
                  the United States of technical data relating to certain
                  commodities (listed in the Export Administration Regulations,
                  unless the exporter (under this Agreement, Licensor) has
                  received certain assurances from the foreign importer.
                  Licensee acknowledges that it has received a copy of the
                  current Export Administration Regulations of the United States
                  Department of Commerce and has access to Supplementary
                  Bulletins from the United States Department of Commerce.
                  Licensee agrees to comply with all applicable Export
                  Administration Regulations of the United States Department of
                  Commerce, and hereby gives to Licensor the assurances called
                  for in Part 779.4 of such Export Administration Regulations.

            (c)   If the terms of this Agreement are such as to require or make
                  it appropriate


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                  that this Agreement or any part of it be registered with or
                  reported to any national or supranational agency in any area
                  in which Licensee will do business hereunder, Licensee will,
                  at its expense, promptly undertake such registration or
                  report. Licensee will supply prompt notice and appropriate
                  verification of any such registration or report and any agency
                  ruling resulting therefrom.

            (d)   Licensee will, at its expense, carry out any formal
                  recordation of this Agreement required by the law of the
                  Republic of Korea as a prerequisite to enforceability of this
                  Agreement in the Republic of Korea or for any other reason,
                  and promptly supply verified proof of such recordation to
                  Licensor.

      13.   Termination.

            (a)   If either party hereto shall breach this Agreement, the other
                  party may give the defaulting party written notice of such
                  default. If the defaulting party shall fail or refuse to
                  remedy such default within thirty (30) days from the date of
                  said notice, this Agreement may be terminated by a second
                  written notice and said termination shall be effective as of
                  the date of the second notice of default. Such termination
                  shall be without prejudice to any other rights or claims the
                  aggrieved party may have against the defaulting party.
                  Defaults under this Agreement shall be deemed to include, but
                  shall not be limited to:

                  (i)   material failure by either party to fulfill any of its
                        obligations under this Agreement;

                  (ii)  an adjudication of bankruptcy of either party under any
                        bankruptcy or insolvency law;

                  (iii) the commission by either party of a receiver for
                        business or property, or the meaning of any general
                        assignment for the benefit of creditors; or

                  (iv)  without the prior consent of Licensor, sale by Licensee
                        of substantially all of its assets or sale or other
                        transfer of controlling interest in the ownership of
                        Licensee.

            (b)   In addition, either party may, immediately upon notice,
                  terminate this Agreement in its entirety or with respect to
                  any particular license or right granted hereunder if:

                  (i)   Such termination is necessary to comply with an order or
                        official request of the government of the terminating
                        party, or

                  (ii)  Normal conduct of the business of the other party as a
                        private enterprise ceases or is substantially altered as
                        a consequence of action


                                      6


                        taken by governmental or other authority.

            (c)   Licensor may, immediately upon notice, terminate this
                  Agreement in its entirety or with respect to any particular
                  license or right granted by it hereunder if by law or
                  regulation of the government of the Republic of Korea,
                  Licensee is disabled from making the payments to Licensor
                  which it is required to make under this Agreement, and such
                  disability continues for more than thirty (30) days.

      14.   Amendments. No provision of this Agreement may be amended, revoked
            or waived except by a writing signed by a duly authorized
            representative of each of the parties hereto.

      15.   Assignment. Except as otherwise provided herein, this Agreement
            shall not be assignable. Licensee shall have the right to transfer
            all or any part of its rights and obligations hereunder to any
            wholly-owned affiliate of Licensee, provided, however, that such
            affiliate shall agree in advance in writing to be bound by all the
            terms of this Agreement and that Licensee agrees to guarantee the
            obligations hereunder of such assignee.

      16.   Notices. Any notice required to be given hereunder shall be deemed
            sufficient and delivery shall be deemed complete if sent by
            registered Air Mail or confirmed telex to the following addresses:

            To Licensor:  Celerity, Systems, Inc.               
                          9051 Executive Park Drive
                          Suite 400
                          Knoxville, Tennessee 37923
                          Attention:  President
                          
            To Licensee:  Enkay Telecom Co., LTD.
                          Enkay Building, 115, Samsung-Dong
                          Kangnam-Ku, Seoul, Korea 135-090
                          Attention:  President
                        
      17.   Governing Law. This Agreement and the relationship of the parties
            hereto shall be governed in all respects by the laws of the State of
            Tennessee, United States of America, except that questions affecting
            the validity, construction and effect of any patent shall be
            determined by the law of the country in which the patent has been
            granted. In the event of any controversy between the parties
            respecting the interpretation or application of the terms of this
            Agreement, the English language version of this Agreement shall be
            controlling.

      18.   Resolution of Disputes.

            (a)   All disputes and controversies between the parties hereto of
                  every kind and


                                      7


                  nature arising out of or in connection with this Agreement as
                  to the existence, construction, validity, interpretation or
                  meaning, performance, nonperformance, enforcement, operation,
                  breach, continuation, or termination of this Agreement shall
                  be resolved as set forth in this Section 18.

            (b)   Either party to this Agreement may within fifteen (15) days
                  after a dispute or controversy arises submit any dispute or
                  controversy hereunder in writing for resolution by a senior
                  executive officer of the highest executive level for each of
                  the parties. If such persons cannot resolve the dispute or
                  controversy within thirty (30) days, then the dispute or
                  controversy shall be submitted to binding arbitration pursuant
                  to the following procedure.

            (c)   The dispute or controversy shall be submitted to a single
                  arbitrator with experience in international high technology
                  commercial matters to be chosen by the senior executive
                  officers at the highest executive level for each of the
                  parties within thirty (30) days after the conclusion of the
                  mediation provided for above. If senior executive
                  representatives of the disputing parties cannot within such
                  time agree on an arbitrator, the arbitrator shall be chosen
                  under International Chamber of Commerce procedures from its
                  panels of arbitrators with international high technology
                  commercial experience.

            (d)   The arbitration hearing shall be held in New York, New York,
                  United States of America, or at such other place as the
                  parties and the arbitrator agree, within thirty (30) days
                  after the dispute is submitted to an arbitrator. The
                  Arbitration Rules of the International Chamber of Commerce, or
                  such other rules and procedures as the arbitrator may
                  determine, shall be utilized in the arbitration proceedings.
                  The arbitration hearing shall be conducted in the English
                  language.

            (e)   The arbitration hearing shall be concluded in not more than
                  three (3) days unless otherwise ordered by the arbitrator. The
                  award on the hearing shall be made within thirty (30) days
                  after the close of the submission of evidence at or in
                  connection with the hearing.

            (f)   An award rendered by the arbitrator appointed pursuant to this
                  Agreement shall be final and binding on the parties to such
                  proceeding. The award shall be enforceable under the June 10,
                  1958 Convention on the Recognition and Enforcement of Foreign
                  Arbitral Awards. Judgment on such award may be entered by any
                  of the disputing parties in the highest court having
                  jurisdiction in any country.

            (g)   The provisions of this Section 18 of this Agreement shall be a
                  complete bar and defense to any suit, action or proceeding
                  instituted in any court or before any administrative tribunal
                  with respect to any dispute or controversy arising out of or
                  in connection with this Agreement. The arbitration provisions
                  of this Agreement shall, with respect to any such dispute or
                  controversy, survive


                                      8


                  the termination or expiration of this Agreement.

            (h)   Nothing contained in this Section 18 shall give the arbitrator
                  selected hereunder any authority, power or right to alter,
                  change, amend, modify, add to, or subtract from the provisions
                  of this Agreement. Rather, the arbitrator shall endeavor to
                  interpret the provisions of this Agreement so as to carry out
                  its terms with reference to any dispute submitted for
                  arbitration.

            (i)   The parties shall each bear all of their respective
                  arbitration costs and expenses, provided, however, that the
                  parties shall share equally the costs and expenses of the
                  arbitrator.

            (j)   The failure or refusal of any party hereto to submit to
                  arbitration in accordance with this Agreement shall be deemed
                  a breach of this Agreement.

      19.   Entire Agreement. This Agreement, including the Technology Transfer
            Agreement attached hereto as Exhibit A, represents the entire
            agreement and understanding of the parties hereto with respect to
            the subject matter hereof and supersedes all other prior agreements,
            understandings and communications, whether oral or written,
            including the Memorandum.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the day and year first herein written.

                                        CELERITY SYSTEMS, INC.                 
                                        
                                        By: /s/ M. R. Youssefi
                                           ----------------------------------
                                              M. R. Youssefi
                                              President
                                        


                                        ENKAY TELECOM CO., LTD.
                         
                                        /s/ Choi. Hyun Yui
                                        -------------------------------------
                                        By: Choi. Hyun Yui
                                        Title: Chairman




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