AMENDMENT NO. 1
                  TO LICENSE AND TECHNICAL ASSISTANCE AGREEMENT


         This Amendment No. 1 to License and Technical Assistance Agreement (the
"Amendment")  is made as of March 22,  2002  between  SITEK,  INC.,  a  Delaware
corporation  with principal  offices at 214 East Hacienda Avenue,  Campbell,  CA
95008 ("SiTek") and OPTICNET,  INC., a Delaware  corporation with offices at One
Post Street, Suite 2500, San Francisco, CA 94104 ("OpticNet").

                                    RECITALS:

         A. SiTek and OpticNet are parties to a License and Technical Assistance
Agreement dated as of October 6, 2000 ("Agreement").

         B. The parties desire to amend that Agreement in various respects.

                                   AGREEMENT:

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         1. Section 10.4.  Section 10.4 of the  Agreement is hereby  amended and
restated in its entirety to read as follows:

                  10.4 Effect of Termination.

                  In  addition  to  provisions   that  by  their  terms  survive
                  expiration  or  termination,  the following  provisions  shall
                  survive  the  expiration  or  termination  of this  Agreement:
                  Sections  2.3,  3, 4.2,  4.3,  5, 6, 7, 8, 9, 10,  and 11. The
                  perpetual  license  granted to  OpticNet  in Section 4.1 shall
                  survive  expiration or  termination  of this Agreement for any
                  reason. In addition,  all remedies for any breaches  hereunder
                  will  also  survive.  Each  party  will  promptly  return  all
                  Proprietary  Information  of the  other  (and all  copies  and
                  abstracts thereof,  except to the extent necessary to continue
                  to exercise  the  licenses  hereunder  and except that one (1)
                  copy may be retained  and shall be kept in its legal  archives
                  for  legal  record  keeping  purposes  only)  that  it is  not
                  entitled to under the surviving terms of this Agreement.

         2. Section 10.5. Section 10.5(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:

                  10.5 Licenses Upon Termination.

                  (a) Upon termination of this Agreement by OpticNet pursuant to
                  Section  10.2(a) above OpticNet shall have the right,  without
                  payment  of  royalties  to


                                       1.

                  SiTek, to sublicense the SiTek  Technology to third parties to
                  continue  the Project and the  development  of the  Fabricated
                  Designs and OpticNet Products on behalf of OpticNet  (provided
                  that such third party is bound to Section 7).

         3.  Continuation.  Except as expressly  amended  herein,  the Agreement
shall remain and continue in full force and effect.

         4.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first set forth above.



OPTICNET, INC.                                 SITEK, INC.


By:   /s/ Gary Wrench                          By:   /s/ Robert R. Corr
Its:  Chief Financial Officer                  Its:  Secretary and Treasurer


                                       2.