Contract for the license of construction and commercialization of the 36 rod

polysilicon deposition Reactor and STC (silicon tetra chloride) Converter of

Poly Engineering Srl

Poly Engineering Srl ("PE") �via Galileo Ferraris 13, 20052 Monza, Italy � represented by the General Managers and Legal Representatives Dr. Giovanni Marangoni and Ing. Mario Ragaini.

GT Equipment Technologies Inc., 243 Daniel Webster Highway, Merrimack NH 03054, USA and any successors to or transferees of all or substantially all of the assets of the business unit of GT Equipment to which this Agreement pertains ("GT") �represented by its duly authorized officer.

The following agreement has been reached for the exclusive license to GT of construction and commercialization of a 36 Rod Reactor/STC Converter used for the manufacturing of polysilicon for semiconductor and solar applications �henceforth called "R/C".

Whereas:

a) Discussions have already taken place between the parties with the purpose of developing a commercial relationship.

b) With this agreement the parties intend to formalize present and future relationships.

c) GT is interested in the acquisition of PE's technology, expertise, and know-how, patented or unpatented, for the construction and sale of the above mentioned R/C, as well as the technology, expertise, design, production, installation, management and maintenance of said equipment, as described in Attachment A.

d) PE is capable to select and support qualified suppliers for the construction of a prototype, project outlines, designs, operation with technical know-how (PE technology) of such a R/C.

e) R/Cs have already been built according to the above item d) for one existing project. In addition there are three other PE projects where contact has already been established �preceding this agreement�for the sale of the same R/Cs. PE is unable to reveal the names of these companies for confidentiality reasons, and GT declares to be aware of this, and does not oppose it. As such GT recognizes that the exclusivity of this contract does not apply to existing commercial relationships already made by PE to those third parties. Proof of these prior relationships may be demonstrated even by documentation of uncertain dates.

Based on the above, the parties agree as follows:

Article 1.�Agreements and premise.

The premise is the fundamental basis and integral part of the present agreement which substitutes all other previous agreements relative to the R/C

Article 2.�Contract objective.

This contract is for the exclusive, worldwide license to GT for ninety nine (99) years from the date hereof for the construction and commercialization of a 36 Rod Reactor/STC Converter used for the manufacturing of polysilicon for semiconductor and solar applications�henceforth called "R/C". PE is engaged to the following:

Phase A) Delivery of a "Modeling Study."

PE will deliver a validated model (modeling study) of the equipment relative to this Agreement within 30 days from the date of signing of this contract. Upon receipt of the Modeling Study GT will immediately pay PE as per Article 6 a.

Phase B) Prototype Manufacture (Chamber, Power Supply)

Chamber

PE undertakes to have a qualified and experienced third party construct and deliver a prototype Chamber of a R/C. GT will place the order and all construction will be done at GT's expense. The exact cost, payment terms and delivery time for the prototypes will be quantified during joint negotiations with the constructor.

Both parties will work together, at the constructor's site, during mechanical testing of the Chamber to ensure the legal requirements of the country where the equipment will be installed are met. Upon successful completion of the mechanical testing of the Chamber, GT will immediately pay PE as per Article 6b.

PE will give to GT�within 30 days after receipt of Article 6b payment�all plans and designs (technical and mechanical) and the technical construction descriptions, necessary for the construction of the Chamber by the qualified supplier above mentioned. Except as authorized or anticipated by this Agreement, these documents cannot be used for purposes outside of this contract, and cannot be shared or given to any third parties.

GT wishes to evaluate the possibility of a GT contractor making the prototype of the chamber for the R/C. Should GT decide to do that, GT will communicate decision to PE and PE shall anticipate all plans, designs and technical construction descriptions, necessary for the construction of the chamber by a qualified supplier. In such event, the payment according to Article 6b will be due upon delivery of the technical documentation above mentioned.

Power Supply

PE undertakes to have a qualified and experienced third party construct and deliver a power supply of a R/C. GT will place the order and all construction will be done at GT's expense. The exact cost, payment terms and delivery time for the prototypes will be quantified during