SPD-SMART WINDOW LICENSE AGREEMENT

[EXHIBIT 10.51 - Certain portions of this document have been
omitted in the publicly filed version of this document  pursuant
to the Registrant's request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Omitted confidential information is indicated in brackets
in this Exhibit.]

              SPD-SMART WINDOW LICENSE AGREEMENT
                           BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                             AND
                   PILKINGTON GROUP LIMITED

            This License Agreement ("Agreement") effective as of
September 10, 2009 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation (hereinafter called
"LICENSOR") and PILKINGTON GROUP LIMITED, a
corporation organized under the laws of the United Kingdom
(hereinafter called "LICENSEE").

RECITALS

            WHEREAS, LICENSOR has been engaged in research
and development in the application of physicochemical concepts
to Light Valves and Licensed Products (both as hereinafter
defined) and of methods and apparatus relating to products
incorporating such concepts; and is possessed of and can convey
information and know-how for such products and rights to
manufacture, use and sell such products; and

            WHEREAS, LICENSEE and its Affiliates are interested
in manufacturing and selling Licensed Products; and

            WHEREAS, LICENSEE and its Affiliates desire to
acquire from LICENSOR, and LICENSOR desires to grant to
LICENSEE and its Affiliates, certain rights and licenses with
respect to such technology of LICENSOR;

            NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows.

1          DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

"Affiliates" means (a) any entity which is wholly owned by
Licensee, or any entity which wholly owns Licensee, and (b)
any entity which is 50% or greater, owned or controlled by
Licensee, including specifically named entities as listed,
namely, Changchun Pilkington Safety Glass co. Ltd, Wuhan
Yaohua Pilkington Safety Glass Co. Ltd and Pilkington
Argentina SA, which list may be revised from time to time as
mutually agreed by Licensor and Licensee in writing, and any
entity which owns or controls more than 50% of Licensee.

The "Effective Date" of this Agreement shall be the date which
is the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

"Licensed Product" means only a Light Valve Transportation
Vehicle Window Product incorporating a Light Valve. The term
"Licensed Product" shall not include Light Valves used or
intended for use in any product other than as specifically
defined herein, such as but not limited to, other window
products not specifically defined herein, such as, but not limited
to, Light Valve Architectural Window Products, window
products for other vehicles not specifically included in the
definition of Light Valve Transportation Vehicle Window
Product, and non-window products such as but not limited to
displays, eyewear, sunvisors, toys, mirrors or filters for
scientific instruments, lamps or contrast enhancement of
displays. The term "display" means any device for displaying
letters, numbers, images or other indicia or patterns. Nothing
contained herein shall permit LICENSEE to sell, lease, or
otherwise dispose of a Light Valve which is not incorporated or
intended to be incorporated as described above into a Light
Valve Transportation Vehicle Window Product.

"Licensed Territory " means all countries of the world.

"LICENSEE" where used throughout this Agreement shall be
deemed to mean any or all of Pilkington Group Limited and the
Affiliates together.

"Light Valve" means a variable light transmission device which
has been developed by or for LICENSOR and in respect of
which the patents and patent applications listed on Schedule A
and the Technical Information of LICENSOR apply comprising:
a cell including cell walls, containing or adapted to contain an
activatable material, described hereinafter, such that a change in
the optical characteristics of the activatable material affects the
characteristics of light absorbed by, transmitted through and/or
reflected from the cell; means incorporated in or on the cell, or
separate therefrom for applying an electric or magnetic field to
the activatable material within the cell; and coatings (including,
but not limited to, electrodes), spacers, seals, electrical and/or
electronic components, and other elements incorporated in or on
or combined with the cell.  The activatable material, which the
cell contains or is adapted to contain, includes in it solid
suspended particles, which when subjected to a suitable electric
or magnetic field, orient to produce a change in the optical
characteristics of the device, and may be in the form of a liquid
suspension, gel, film or other material.

"Light Valve Architectural Window Product" means a Light
Valve used or intended for use solely as a window integrally
incorporated in, or attached as a fixture to the external structure
or internal structure of any building, whether permanent or
temporary, and whether above or below ground.

"Light Valve Transportation Vehicle Window Product" means a
Light Valve used or intended for use as a window (including
sunroofs, vehicle roofs, roof panels, windshields, and side and
rear window panes which are an integral part of the internal or
external structure of such vehicle) whether the window is
supplied as original equipment or a replacement window pane,
integrally incorporated in a transportation vehicle of a type not
primarily designed or primarily intended for military use. The
term "Light Valve Transportation Vehicle Window Product"
shall not include a Light Valve used or intended for use as a
sunvisor, but may include Light Valves which are used or
intended for use in a non-military transportation vehicle as, or as
part of, or are laminated to, or the surface area of which is
primarily attached to, a window, sunroof or windshield. The
term "transportation vehicle" shall mean passenger cars,
recreational vehicles, trucks, buses, mobile cranes, trains, boats,
agricultural, construction and mining equipment,but shall not
include other types of vehicles such as aircraft, space craft and
space-stations.

The "Net Selling Price" of a Licensed Product on which
royalties are payable shall be the larger of the following: (A) the
genuine selling price of LICENSEE and its sublicensees
hereunder (including amounts charged for any wiring,
installation, and related services provided by LICENSEE and its
sublicensees hereunder) f.o.b. factory at which nonaffiliated
customers are billed in the usual course of business for a
Licensed Product, as packed for shipment to the customer; and
(B) $100 per window. The aforementioned $100 figure specified
in clause (B) above shall be adjusted upward as of each January
1st hereafter beginning on January 1, 2010 by any increase in
the Producer Price Index for Finished Goods (the "Index") for
the 12 month period ending in December of the prior year,
prepared by the Bureau of Labor Statistics of the United States
Department of Labor (or if the Index is not then being
published, the most nearly comparable successor index).  In
calculating a genuine selling price of a product for the above
calculation, such price may be reduced only by the applicable
proportions of the following if, and to the extent that, amounts
in respect thereof are reflected in such selling price: (i) normal
trade discounts actually allowed; (ii) sales, use or excise and
added value taxes and custom duties paid; (iii) if the genuine
selling price is other than f.o.b. factory, amounts paid for f.o.b.
transportation of the product to the customer's premises or place
of installation or delivery; (iv) insurance costs and the costs of
packing material, boxes, cartons and crates required for
shipping; provided, however, that for purposes of this
calculation, the genuine selling price of a product may not be
less than 90% of the gross selling price of said product after all
deductions therefrom, if any.  If a product is leased, sold, used
or otherwise disposed of on terms not involving a bona fide
arm's length sale to an unaffiliated third party, then the Net
Selling Price for such transactions shall be deemed to be the Net
Selling Price as defined above for identical products sold to a
nonaffiliated customer nearest to the date of such lease, sale,
use, or other disposition.

References to "Sections" and to "Schedules" shall be to the
sections and schedules of this Agreement except where
expressly stated otherwise.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including
(by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports,
know-how of LICENSOR, and the like owned or controlled by
LICENSOR, to the extent they exist, that relate to Light Valves,
Licensed Products and/or to the suspensions or other
components used or usable for Licensed Products or Light
Valves including, but not limited to, particles, particle
precursors, coatings, polymers, liquid suspensions and
suspending liquids, or any combination thereof, and that consist
of concepts invented or developed by LICENSOR.  Know-how
of LICENSOR's suppliers and of LICENSOR's other licensees
and their sublicensees under licenses from LICENSOR shall not
be considered Technical Information owned or controlled by
LICENSOR.

2          GRANT OF LICENSE.

            2.1  License.  During the term of this Agreement,
LICENSOR hereby grants LICENSEE a non-exclusive right and
license to use (a) all of the Technical Information, if any,
(subject to Section 8.1 hereof), furnished by LICENSOR
pursuant to this Agreement, and (b) any invention claimed in (i)
any of the unexpired patents now or hereafter listed on Schedule
A attached hereto or (ii) unexpired patents which issue from
pending patent applications now or hereafter listed in Schedule
A, and any continuations, continuations-in-part, divisions,
reissues, reexaminations, or extensions thereof to make, have
made, and to lease, sell, or otherwise dispose of Licensed
Products in the Licensed Territory. Notwithstanding anything
contained herein to the contrary, no rights or licenses shall be
granted hereunder with respect to any new particle now or
hereafter under development by LICENSOR.

            2.2   No Other Rights.  LICENSEE agrees that, except
for the specific licenses granted to it under Section 2.1 hereof
for use in Licensed Products, LICENSEE has not acquired any
rights or licenses under this Agreement to use Light Valves or
any components thereof made by or for LICENSEE or its
sublicensees pursuant to this Agreement.

            2.3  Sublicenses.  LICENSEE shall have the right to
grant non-exclusive sublicenses to any of its wholly-owned and
controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become
a sublicensee hereunder prior to doing so and agrees to be bound
by the terms and conditions of this Agreement. All sublicenses
shall (i) be non-exclusive, (ii) shall terminate with the
termination of the rights and licenses granted to LICENSEE
under Section 2.1 hereof, and be otherwise limited in
accordance with the limitations and restrictions which are
imposed on the rights and licenses granted to LICENSEE
hereunder, (iii) contain confidentiality provisions no less
protective than those contained in Section 12.1 hereof, and (iv)
shall contain such other terms, conditions, and licenses as are
necessary to enable LICENSEE to fulfill its obligations
hereunder. LICENSEE shall send LICENSOR a copy of every
sublicense agreement or other agreement entered into by
LICENSEE in connection with a sublicense hereunder within
thirty (30) days of the execution thereof and shall also notify
LICENSOR prior to or promptly after any change in ownership
in a sublicensee.  LICENSOR may terminate any such
sublicense if there is any change in the ownership or control of a
sublicensee.

3          ROYALTY PAYMENTS, REPORTS AND RECORD-KEEPING.

            3.1 Royalties and Reports on Net Sales.  During the term
of this Agreement, LICENSEE agrees to pay LICENSOR an
earned royalty which shall be ten percent (10%) of the Net
Selling Price of Licensed Products which embody, or the
manufacture of which utilizes, any of the rights granted under
Section 2.1 hereof, and which are manufactured by or for
LICENSEE and sold, leased, used or otherwise disposed of by
or for LICENSEE or a permitted sublicensee.  Payments under
this Section 3.1 shall be made on a quarterly basis and made
within 30 days after the end of the calendar quarter in which
such Licensed Products were sold, leased, used or otherwise
disposed of by or for LICENSEE or a permitted sublicensee
hereunder.  Each royalty payment shall be in U.S. dollars and
shall be accompanied by a statement by LICENSEE showing in
reasonable detail the amount of Licensed Products sold, used,
leased or otherwise disposed of by or for LICENSEE and its
sublicensees during the preceding quarter, any deductions taken
or credits applied, and the currency exchange rate used to report
sales made in currencies other than U.S. dollars.  LICENSEE
shall use the exchange rates for buying U.S. dollars in effect on
the last day of each quarter, as specified in The New York
Times.  The first such statement shall cover the period from the
Effective Date of this Agreement to the end of the first calendar
quarter in which a Licensed Product is sold, used, leased or
otherwise disposed of by or for LICENSEE or its sublicensees.
In addition, LICENSEE shall provide LICENSOR with
quarterly reports of its activities involving the development of
Licensed Products.  LICENSEE shall also furnish to
LICENSOR at the same time it becomes available to any third
party, a copy of each brochure, price list, advertisement or other
marketing and promotional materials prepared, published or
distributed by LICENSEE or its sublicensees relating to
Licensed Products.  LICENSOR shall have the right, but not the
obligation, to approve any use by LICENSEE of LICENSOR's
name, logo, or other information about Licensed Products, and
to require the correction of any inaccurate information. Upon
written notice to LICENSEE, LICENSOR may change the
above-referenced quarterly periods to become calendar monthly
periods at any time after the royalties payable under this Section
3.1 exceed the Minimum Royalties specified in Section 3.2
hereof, in which case LICENSEE shall have the option to either
provide sales reports and payments monthly as aforesaid, or to
make monthly estimated sales reports and payments of royalties
thereon, with a final reconciliation being done for the third
month in each calendar quarter.

             3.2  Minimum Royalties - Regardless of whether
LICENSEE is selling any Licensed Products, during the term of
this Agreement LICENSEE agrees to pay LICENSOR an initial
fee of [Confidential Information Omitted and filed separately
with the Securities and Exchange Commission] upon signing of
this License Agreement and the non-refundable minimum
royalties (in U.S. Dollars) specified below for each of the stated
periods:

             Period                          Minimum Royalty

 [Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

             3.3 Time and Method of Payment. The initial fee and
payment for the first minimum annual royalty payment under
Section 3.2 shall be paid to LICENSOR within 10 days of the
Effective Date of this Agreement, and each subsequent payment
under Section 3.2 to LICENSOR shall be made on or before
January 31 of each license year commencing January 1, 2010.
All other payments shall be due on the date specified in this
Agreement, or if no date is specified, within 30 days of invoice.
All payments that remain unpaid past their due date shall bear
interest at an annual rate equal to the lesser of 25% or the
maximum interest rate permitted by law. All payments made to
LICENSOR shall be paid by wire transfer of immediately
available funds to the account of Research Frontiers
Incorporated at Chase Manhattan Bank, 6040 Tarbell Road,
Syracuse, New York 13206, Account No.: 825-624-290, ABA
Wire Code No.: 021 000 021, or to such other account or place,
as LICENSOR may specify in a notice to LICENSEE.

            3.4 Sales, Use and Returns.  Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on
the earlier of when such Licensed Products are billed out, or
when delivered, shipped or mailed to the customer.  If as a result
of a price reduction or a return of Licensed Products previously
sold, a credit or refund to a customer is given on part or all of
the sale price of such Licensed Products, a credit shall be
allowed against royalties accruing thereafter under this
Agreement equal to the royalty paid on that part of the sales
price so credited or refunded.

            3.5  Recordkeeping.    LICENSEE shall keep and shall
cause each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and
accurate records, files and books of accounts that relate to
Licensed Products, all data reasonably required for the full
computation and verification of the Net Selling Price of
Licensed Products, deductions therefrom and royalties to be
paid, as well as the other information to be given in the
statements herein provided for, and shall permit LICENSOR or
its duly authorized representatives, upon reasonable notice,
adequately to inspect the same at any time during usual business
hours.  LICENSOR and LICENSEE agree that an independent
certified public accounting firm (selected by LICENSOR from
the largest ten certified public accounting firms in the United
States of America, or the United Kingdom) may audit such
records, files and books of accounts to determine the accuracy
of the statements given by LICENSEE pursuant to Section 3.1
hereof.  Such an audit shall be made upon reasonable advance
notice to LICENSEE and during usual business hours no more
frequently than annually.  The cost of the audit shall be borne by
LICENSOR,  unless the audit shall disclose a breach by
LICENSEE of any term of this Agreement, or an underpayment
error in excess of two percent of the total monies paid to
LICENSOR by LICENSEE during the audited period, in which
case LICENSEE shall bear the full cost of such audit.
LICENSEE agrees to pay LICENSOR all additional monies that
are disclosed by the audit to be due and owing to LICENSOR
within thirty days of the receipt of the report.

            3.6 Customer Referrals.  Although LICENSOR is under
no obligation to do so, LICENSOR may from time to time refer
customers to LICENSEE. In the event that such customer
purchases, leases or rents products or services from LICENSEE
other than a Licensed Product upon which a royalty is paid by
LICENSEE to LICENSOR, LICENSEE shall include the details
of such transaction in its next monthly report under Section 3.5
hereof, and shall pay LICENSOR a sales commission equal to
ten percent (10%) of the amount received from such customer
for which a royalty under Section 3.1 hereof is not paid. No
such payment shall be due from LICENSEE to LICENSOR if
the referred customer was already a customer of LICENSEE
prior to the date of referral by LICENSOR and LICENSEE
informs LICENSOR of such fact at the time that the referral by
LICENSOR is made.

4          OBLIGATIONS OF LICENSEE.

            4.1 Compliance.  LICENSEE agrees that, without
limitation, any manufacture, sale, lease, use or other disposition
of Licensed Products by LICENSEE that is not in strict
accordance with the provisions of this Agreement shall be
deemed a material breach of this Agreement.

            4.2  End Users.  LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products are
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to not look to LICENSOR or its affiliates for any
claims, warranties, or liability relating to such Licensed
Products.  LICENSEE agrees to take all steps to reasonably
assure itself that Licensed Products sold, leased or otherwise
disposed of by or for LICENSEE is being used for permitted
purposes only, insofar as it may be reasonably possible to do so.

            4.3 Laws and Regulations.  LICENSEE agrees that it
shall be solely responsible for complying with all laws and
regulations affecting the manufacture, use and sale or other
disposition of Licensed Products by LICENSEE and its
sublicensees, and for obtaining all approvals necessary from
governmental agencies and other entities.  LICENSEE agrees to
maintain a file of all such approvals and to send LICENSOR a
copy of all such approvals (including English translations
thereof in the case of approvals required by any foreign country)
within 10 business days of any written request for such copies
by LICENSOR.  LICENSEE represents and warrants to
LICENSOR that no approval from any governmental agency or
ministry, or from any third party, is required for LICENSEE to
effectuate the terms of this Agreement or the transactions
contemplated hereby.

            4.4  Purchase of Components from Others.   By virtue of
the disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and
to its other licensees, and each of their sublicensees and
affiliates, any component of a Light Valve, including, without
limitation, materials, suspensions, films, polymers, coatings,
particle precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products
shall be deemed to have been manufactured at least in part using
the Technical Information provided by LICENSOR if
LICENSEE or any supplier of a Component to LICENSEE has
had access to Technical Information of any kind of LICENSOR
or its licensees and their sublicensees, consultants,
subcontractors, agents or representatives.  LICENSEE and its
sublicensees each hereby agrees that (i) all Components shall be
used only in strict accordance with the provisions of this
Agreement, and that such Components may not be used for any
other purpose or resold by LICENSEE or its sublicensees except
as specifically permitted by the license granted in Section 2.1
hereof, and (ii) LICENSEE and its sublicensees will only look
to the manufacturer or supplier of such Component or other item
used by LICENSEE or its sublicensees and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Component or other item. LICENSEE acknowledges that
LICENSOR has not made any representations or warranties
regarding the availability of any Component, or the price
thereof, and that in all respects LICENSEE shall deal directly
with the suppliers of such Components and will obtain from
them information regarding availability, pricing, and/or other
terms relating to such Components.

           4.5 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Component, or information provided hereunder,
and LICENSEE expressly acknowledges and agrees that any
such material, Component or information provided by
LICENSOR hereunder is provided "AS IS" and that
LICENSOR makes no warranty with respect thereto and
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED
(other than those specifically contained in Article 13) ,
INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, WITH RESPECT
THERETO, ITS USE OR ANY INABILITY TO USE IT, OR
THE RESULTS OF ITS USE. In no event shall LICENSOR be
liable for any damages, whether in contract or tort (including
negligence), including but not limited to direct, consequential,
special, exemplary, incidental and indirect damages, arising out
of or in connection with this Agreement or the use, the results of
use, or the inability to use any Licensed Product, material,
Component or information provided hereunder.

            4.6 Analysis.  LICENSEE represents and agrees that it
will only incorporate Components received from authorized
suppliers into Licensed Products and for no other purpose
except as may be specifically permitted under Section 3.1, and
that  LICENSEE will not directly or indirectly attempt to
reverse-engineer any material provided to it hereunder by
LICENSEE or any supplier of any Component.

            4.7  Personnel. LICENSEE agrees to assign personnel
from its technical staff  who shall be responsible for the
development of Licensed Products during the term of this
Agreement.

           4.8 Promotional Activities.  LICENSEE agrees that it
shall maintain, either at its own facilities or that of any
laminating subcontractor selected by LICENSEE, adequate
inventories of SPD light control film purchased from any
authorized supplier of Light Valve film to meet on a timely
basis the anticipated requirements of LICENSEE for
incorporation into Licensed Products during the term of this
Agreement. In addition, to the extent commercially reasonable
and consistent with LICENSEE's current practices,LICENSEE
shall promptly develop and maintain a web site relating to its
business which prominently features LICENSOR's SPD
technology and LICENSEE's relationship to LICENSOR, and
shall participate at all major industry trade shows and/or
conferences and/or engage in other marketing and promotional
activities reasonably necessary to promote LICENSOR's SPD
technology and LICENSEE's business relating thereto.

5          TRADEMARKS.

            5.1  Trademarks.  All trademarks or service marks that
either party may adopt and use for Licensed Products or other
products incorporating Light Valves are and shall remain the
exclusive property of the adopting party, and the other party
shall not obtain any rights and license to such marks under this
Agreement, but may inform others that the adopting party has
licensed or produced Licensed Products or products
incorporating Light Valves under such mark or marks, and may
use the adopting party's logo in connection therewith, in
accordance with Section 5.2.  LICENSOR may require
LICENSEE or its permitted sublicensees to indicate on
packaging that such product is licensed from Research Frontiers
Incorporated or to otherwise include language and/or
designations approved by LICENSOR indicating an affiliation
with Research Frontiers Incorporated or to use trademarks
specified by LICENSOR on LICENSEE's Licensed Products.

            5.2  Use of logo.  In the event that either party wishes to
use a logo of the other party, such party will inform the other
party in writing of the intended use of such logo, and:

            5.2.1  not use such logo without the prior written consent
of the other party (such consent not to be unreasonably withheld
or delayed); and

 &nb