EXHIBIT 10.67
                                   AGREEMENT I


                                     BETWEEN


                                  BIOJECT, INC.


                                       AND


                                ANGIOSENSE, INC.



                            DATED SEPTEMBER 21, 1999




***  Confidential  portions  have been omitted  pursuant to an  application  for
     confidential  treatment under Rule 24b-2 under the Securities  Exchange Act
     of 1934, as amended.  Omitted  portions have been separately filed with the
     Securities and Exchange Commission.



<PAGE>

<TABLE>

                                TABLE OF CONTENTS
                                                                                                                  Page
<S>      <C>                                                                                                         <C>
ARTICLE 1 DEFINITIONS.................................................................................................1
         1.1      "Affiliate".........................................................................................1
         1.2      "B2000 Product".....................................................................................1
         1.3      "Change of Control".................................................................................2
         1.4      "Combination Product"...............................................................................2
         1.5      "Control"...........................................................................................2
         1.6      "Extended Field"....................................................................................2
         1.7      "Facility"..........................................................................................2
         1.8      "Field".............................................................................................2
         1.9      "Improvements"......................................................................................2
         1.10     "Licensed Patents"..................................................................................2
         1.11     "Licensed Technology"...............................................................................2
         1.12     "Net Sales".........................................................................................3
         1.13     "Product"...........................................................................................3
         1.14     "Specifications"....................................................................................3
         1.15     "Sublicensee".......................................................................................3
         1.16     "Technical Information".............................................................................3
         1.17      "Valid Claim"......................................................................................3
         1.18     "Vitajet Product"...................................................................................3

ARTICLE 2 GRANT OF RIGHTS.............................................................................................4
         2.1      License Grant.......................................................................................4
         2.2      Right of First Refusal in the Extended Field........................................................4
         2.3      Disclosure of Licensed Technologies.................................................................4
         2.4      Diligence...........................................................................................4
         2.5      Prohibition on Reverse Engineering..................................................................4

ARTICLE 3 EQUIPMENT...................................................................................................4
         3.1      Use of Equipment....................................................................................4
         3.2      Repair and Maintenance..............................................................................5
         3.3      Insurance...........................................................................................5
         3.4      Replacement.........................................................................................5
         3.5      Ownership...........................................................................................5
         3.6      Location............................................................................................5
         3.7      Documents...........................................................................................6
         3.8      Right of First Refusal..............................................................................6

ARTICLE 4 EQUITY  6
         4.1      Equity..............................................................................................6
</TABLE>


                                       i
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<S>      <C>                                                                                                         <C>
ARTICLE 5 SUPPLY OF PRODUCT...........................................................................................6
         5.1      Terms and Conditions................................................................................6
         5.2      Product Supply......................................................................................6
         5.3      Forecasts...........................................................................................6
         5.4      Orders..............................................................................................7
         5.5      Delivery............................................................................................7
         5.6      Invoicing...........................................................................................8
         5.7      Shipping............................................................................................8
         5.8      Product Acceptance..................................................................................8
         5.9      Return of Product...................................................................................8

ARTICLE 6 TRANSFER PRICE;  ROYALTIES; PAYMENTS; BOOKS AND RECORDS.....................................................8
         6.1      Transfer Price......................................................................................8
         6.2      Inventory...........................................................................................8
         6.3      Royalties...........................................................................................9
         6.4      Sublicense Fees.....................................................................................9
         6.5      Payments............................................................................................9
         6.6      Third Party Royalties..............................................................................10
         6.7      Records; Inspection................................................................................10

ARTICLE 7 COMMERCIALIZATION..........................................................................................10
         7.1      Technical Literature...............................................................................10
         7.2      Product Packaging and Labeling.....................................................................11

ARTICLE 8 PRODUCT WARRANTY...........................................................................................11
         8.1      Product Warranty...................................................................................11

ARTICLE 9 INTELLECTUAL PROPERTY......................................................................................11
         9.2      Patent Prosecution.................................................................................12
         9.3      Defense of Third Party Infringement Claims.........................................................13
         9.4      Enforcement........................................................................................13

ARTICLE 10 REPRESENTATIONS AND WARRANTIES............................................................................14
         10.1     Bioject Warranties.................................................................................14
         10.2     AngioSense Warranties..............................................................................14

ARTICLE 11 CONFIDENTIALITY...........................................................................................14
         11.1     Confidential Information...........................................................................14
         11.2     Permitted Disclosures..............................................................................14
</TABLE>



                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<S>      <C>                                                                                                         <C>
ARTICLE 12 INDEMNIFICATION...........................................................................................15
         12.1     Indemnification of Bioject.........................................................................15
         12.2     Indemnification of AngioSense......................................................................15
         12.3     Procedure..........................................................................................15

ARTICLE 13 TERM AND TERMINATION......................................................................................16
         13.1     Term...............................................................................................16
         13.2     Termination for Cause..............................................................................16
         13.3     Bankruptcy Proceedings.............................................................................16
         13.4     Effect of Expiration and Termination...............................................................16
         13.5     Survival...........................................................................................17

ARTICLE 14 LIMITATION OF LIABILITY...................................................................................17

ARTICLE 15 MISCELLANEOUS.............................................................................................17
         15.1     Governing Law......................................................................................17
         15.2     Disputes...........................................................................................17
         15.3     Force Majeure......................................................................................18
         15.4     No Implied Waivers; Rights Cumulative..............................................................18
         15.5     Independent Contractors............................................................................18
         15.6     Notices............................................................................................18
         15.8     Visiting Personnel.................................................................................19
         15.9     Modification.......................................................................................19
         15.10    Severability.......................................................................................19
         15.11    Publicity..........................................................................................19
         15.12    Headings...........................................................................................20
         15.13    No Implied Licenses................................................................................20
         15.14    Entire Agreement...................................................................................20
         15.15    Counterparts.......................................................................................20

</TABLE>



                                      iii
<PAGE>

                                   AGREEMENT I


     THIS EXCLUSIVE  LICENSE  AGREEMENT  ("Agreement")  is made and entered into
this  21st day of  September  , 1999  (the  "Effective  Date"),  by and  between
ANGIOSENSE,  INC., a Delaware corporation ("AngioSense"),  and BIOJECT, INC., an
Oregon corporation ("Bioject").

                                   BACKGROUND

     A. Bioject has  developed  several  technologies  and  products  related to
needle-free drug injection systems; and

     B. AngioSense has developed certain  intellectual  property relating to the
surgical and percutaneous delivery of drugs; and

     C. AngioSense  desires to obtain an exclusive license under all patents and
patent  applications  relating to such technologies from Bioject,  together with
all associated  know-how,  to use and sell products and combination  products in
accordance  with the terms and  conditions  contained  herein and, under certain
conditions as specified herein to make and have made products; and

     D. Bioject is willing to grant such an exclusive  license to  AngioSense in
accordance with the terms and conditions contained herein;

     NOW, THEREFORE, for and in consideration of the covenants,  conditions, and
undertakings  hereinafter  set forth, it is agreed by and between the parties as
follows:


                                    ARTICLE 1
                                   DEFINITIONS

     1.1 "Affiliate"  shall mean any entity which controls,  is controlled by or
is under common control with AngioSense or Bioject.  An entity shall be regarded
as in control of another  entity for  purposes of this Section 1.1 if it owns or
controls  more than  fifty  percent  (50%) of the shares of the  subject  entity
entitled to vote in the election of directors (or, in the case of an entity that
is not a corporation, for the election of the corresponding managing authority).

     1.2  "B2000  Product"  shall  mean the  Bioject  CO2  powered,  needle-free
injection device utilizing the Licensed Technology


<PAGE>

     1.3 "Change of Control"  shall mean,  with  respect to any entity,  (1) any
transaction or series of related  transactions,  other than a registered  public
offering  unrelated to any acquisition,  as a result of which the persons owning
the outstanding  voting securities of Bioject,  Inc.,  immediately prior to such
transaction  or series of related  transactions,  cease to own a majority of the
outstanding voting securities of the entity thereafter; (2) the consolidation or
merger of the entity with or into another  person or entity,  whether or not the
entity is the surviving entity of such  transaction,  unless  immediately  after
such  consolidation  or  merger,  the  persons  owning  the  outstanding  voting
securities the entity prior to the transaction own a majority of the outstanding
voting securities of such new or surviving  entity; or (3) the sale,  assignment
or other transfer of all or  substantially  all of the business or assets of the
entity  to  a  third  party  in  a  single  transaction  or  series  of  related
transactions.

     1.4 "Combination Product" shall mean any product that is developed and sold
by  AngioSense  and is comprised  in part of one or more  Products and of one or
more other products or services or parts which could be sold separately.

     1.5 "Control" shall mean with respect to a particular intellectual property
right or other subject  matter,  possession of the ability to grant a license or
sublicense under such rights as provided for herein without  violating the terms
of any agreement or other arrangements with any third party.

     1.6 "Extended Field" shall mean the use of the  cardiovascular  system as a
delivery pathway for the treatment or diagnosis of a  non-cardiovascular  system
or environment, excluding injection through or within the skin.

     1.7  "Facility"  shall  mean  Bioject's   facility  located  at  7620  S.W.
Bridgeport Road, Portland Oregon 97224.

     1.8 "Field" shall mean all  cardiovascular  procedures to treat or diagnose
cardiac or cardiovascular diseases,  including,  without limitation percutaneous
and surgical procedures.

     1.9 "Improvements"  shall mean those rights and other subject matter, made,
conceived or reduced to practice by Bioject, alone or jointly with AngioSense or
a  third  party   subcontractor   comprised  of  improvements  to  the  Licensed
Technology.

     1.10  "Licensed  Patents"  means (a) the  patents  and patent  applications
listed on Exhibit A attached hereto, (b) any and all related foreign patents and
patent   applications,   whether  now  existing  or  hereafter  filed,  (c)  any
provisionals,  substitutions,  divisionals,  reissues, renewals,  continuations,
continuations-in-part,   substitute  applications  and  inventors'  certificates
arising  from,  or  based  upon,   any  of  the  foregoing   patents  or  patent
applications,  and (d) any  patents  issuing  from any of the  foregoing  patent
applications.

     1.11  "Licensed  Technology"  means  the  Licensed  Patents  and  Technical
Information.



                                      -2-
<PAGE>

     1.12 "Net Sales"  shall mean the total amount  charged to third  parties by
AngioSense, its Affiliates or Sublicensees, upon the sales of Products, less the
following  reasonable and customary  deductions to the extent applicable to such
allowed to the buyer against such charged amounts: (i) trade,  quantity and cash
discounts;  (ii) rebates and chargebacks to the buyer;  (iii) reasonable amounts
for actual  uncollectible  accounts  determined  in  accordance  with  generally
acceptable  accounting  practices (GAAP) consistently applied to all products of
the selling party;  (iv) sales and value-added taxes imposed upon the in-country
sale of a Product; (v) transportation charges, including shipping insurance, and
(vi)  uncollectible  amounts.  For the  removal  of doubt,  Net Sales  shall not
include  sales by  AngioSense  to its  Affiliates  or  Sublicensees  for resale,
provided that if AngioSense  sells a Product to an Affiliate or Sublicensee  for
resale,  Net Sales  shall  include  the  amounts  charged by such  Affiliate  or
Sublicensee to third parties on the resale of such Product.  With respect to any
Combination  Product,  Net Sales shall be determined by multiplying  the amounts
received by AngioSense  attributable to Combination Products by a fraction,  the
numerator  of which is the fair  market  value of the  Product  included  in the
Combination  Product, and the denominator of which is the sum of the fair market
value of such  Product and the fair market  value of the products or parts which
are not  Product.  Whenever  possible,  the fair  market  value  of the  Product
included  in the  Combination  Product  will be the  market  price at which such
Product is sold on a stand-alone basis; provided that fair market value shall be
determined  reasonably  and in good faith by AngioSense and Bioject in the event
that no market price is available.

     1.13 "Product"  means any product,  including the B2000 Product and Vitajet
Product,  and the syringes  related to such products,  sold by  AngioSense,  its
Affiliates  or  Sublicensees,  which is covered by a Valid Claim of the Licensed
Patent in the country of sale of such product.

     1.14  "Specifications"  shall  mean  the  design,  manufacturing,  quality,
sterilization,  labeling,  packaging and supply requirements for a Product to be
defined and agreed upon by the parties in writing.

     1.15  "Sublicensee"  shall mean,  with respect to a particular  Product,  a
third party who has obtained  through  AngioSense,  a  sublicense  to the rights
granted to AngioSense hereunder.

     1.16  "Technical  Information"  means all know-how,  data,  trade  secrets,
processes,  procedures,  devices, methods, formulas, materials,  compositions of
matter, protocols,  information or other subject matter within the knowledge and
possession of Bioject,  which is useful to or contributes in whole or in part to
the practice of the Licensed Patents in the Field.

     1.17 "Valid  Claim" shall mean a claim of an issued and  unexpired  patent,
which claim has not lapsed,  been canceled,  or become abandoned and which claim
has not been declared  invalid by a court of competent  jurisdiction,  and which
has not  been  admitted  to be  invalid  or  unenforceable  through  reissue  or
disclaimer.

     1.18 "Vitajet Product" shall mean the Bioject  spring-powered,  needle-free
injection device utilizing the Licensed Technology.



                                      -3-
<PAGE>

                                    ARTICLE 2
                                 GRANT OF RIGHTS

     2.1 License  Grant.  Bioject  hereby  grants to  AngioSense,  an exclusive,
royalty-bearing,  worldwide license, with the right to grant sublicenses,  under
the Licensed Technology and Bioject's interest in Improvements to develop,  make
and have made, as set forth in Section 5.5.2, use,  distribute,  sell and import
Products in the Field.

     2.2 Right of First Refusal in the Extended Field.  Bioject hereby grants to
AngioSense  a right of first  refusal to obtain an exclusive  license,  with the
right to grant sublicenses, under the Licensed Technology and Bioject's interest
in  Improvements  to develop,  make or have made subject to Section 5.5.2,  use,
distribute,  sell and import  products in the  Extended  Field.  Upon receipt of
Bioject's notice of intent to negotiate a license for the Licensed Technology in
the Extended Field,  the parties shall negotiate in good faith the terms of such
license  within sixty (60) days. In the event the parties are unable to agree on
such terms,  Bioject shall be free to enter into an agreement with a third party
on the same terms as offered to AngioSense.

     2.3  Disclosure of Licensed  Technologies.  Upon the request of AngioSense,
Bioject  shall  provided  AngioSense  with access to  Technical  Information  as
reasonably  necessary  for  AngioSense  to exploit the  licenses  granted in the
Agreement.

     2.4 Diligence.  AngioSense shall use all commercially reasonable efforts to
commercialize  the Product as soon as  reasonably  possible.  Within ninety (90)
days  after the  Effective  Date,  AngioSense  shall  submit  to  Bioject a plan
describing  AngioSense's  efforts to achieve  commercialization  of the Product.
Such  schedule  shall be updated and revised as  reasonably  acceptable  to both
parties each six (6) months  thereafter . In the event the parties are unable to
agree on such plan,  or  progress  under such plan,  the  provisions  of Section
15.2.1 shall apply.

     2.5  Prohibition  on  Reverse  Engineering.  AngioSense  shall not  reverse
engineer the Products.


                                    ARTICLE 3
                                    EQUIPMENT

     3.1 Use of Equipment.  AngioSense  shall acquire,  at its own expense,  and
install or have installed at the Bioject's Facility,  the equipment to be listed
in Exhibit B, attached hereto, created and amended as needed throughout the term
of this  Agreement  ("Equipment").  Additions  or  changes to Exhibit B shall be
approved in writing by both  parties.  Bioject may utilize the Equipment for any
use other than for the  manufacture  of Product  for  AngioSense  with the prior
written  consent of  AngioSense  on terms to be  negotiated in good faith by the
parties. Equipment shall also include but shall not be limited to (1) all future
purchased manufacturing equipment (e.g., tools, molds, etc.) and



                                      -4-
<PAGE>


(2) all product  components  supplied by  AngioSense  to Bioject.  The Equipment
shall, at all times, remain the sole and exclusive property of AngioSense.

     3.2  Repair  and  Maintenance.  Bioject,  at its  expense,  shall  make all
necessary site preparations and cause the Equipment to be operated in accordance
with any applicable operating manuals and manufacturer's  instructions.  Bioject
shall  effect  and  bear  the  expense  of all  necessary  repair,  maintenance,
operation and replacements required to be made to maintain the Equipment in good
condition,  reasonable wear and tear excepted, and to comply with all applicable
laws to which the use and operation of the  Equipment may be or become  subject.
All   replacement   Equipment  and  parts  furnished  in  connection  with  such
maintenance  or repair shall  immediately  become the property of AngioSense and
part of the Equipment for all purposes hereof. All such maintenance,  repair and
replacement  services  shall be  immediately  paid for and discharged by Bioject
with the  result  that no lien  under any  applicable  laws  will  attach to the
Equipment as a result of the  performance  of such  services or the provision of
any such material.

     3.3  Insurance.  Bioject  shall  obtain and  maintain  for the term of this
Agreement,  at its own expense,  (a) "all risk" insurance against loss or damage
to  the  Equipment,   (b)  commercial  general  liability  insurance  (including
contractual  liability,  products liability and completed  operations  coverage)
reasonably satisfactory to AngioSense, and (c) such other insurance against such
other  risks of loss and with such  terms,  as shall in each case be  reasonably
satisfactory  to or reasonably  required by AngioSense (as to carriers,  amounts
and  otherwise).  The amount of the "all risk"  insurance  shall be equal to the
replacement value of all Equipment and must otherwise be reasonably satisfactory
to AngioSense as of each anniversary date of this Agreement.

     3.4  Replacement.  If any items of Equipment  shall  become  lost,  stolen,
destroyed,  or  damaged  beyond  repair  for  any  reason,  or in the  event  of
condemnation,  confiscation,  seizure or  requisition of title to or use of such
items  (collectively,  an  "Event  of  Loss"),  Bioject  shall  promptly  pay to
AngioSense  the fair market value of the Equipment  subject to the Event of Loss
as determined by an objective third party  evaluator  agreeable to both parties.
Upon payment of such amount by Bioject, AngioSense will transfer to Bioject, "AS
IS, WHERE IS, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY," all of AngioSense's
right, title and interest, if any, in such items of Equipment.

     3.5 Ownership.  AngioSense  and Bioject  confirm their intent that title to
the  Equipment  shall  remain in  AngioSense  (or its  successors  and  assigns)
exclusively.  If requested by AngioSense,  Bioject will affix plates or markings
on the Equipment and on any operating  manuals and  manufacturer's  instructions
indicating the interests of AngioSense and its assigns therein, and Bioject will
not allow any other  indicia of ownership or other  interest in the Equipment to
be placed on the  Equipment.  Bioject shall not sell,  assign,  grant a security
interest in, sublet, pledge,  hypothecate or otherwise encumber or suffer a lien
upon or against the Equipment.





                                      -5-
<PAGE>

     3.6 Location.  Bioject may move such Equipment from the Bioject's  Facility
only if Bioject  gives at least  thirty  (30) days prior  written  notice of the
relocation  or  provides  such  other  documentation  as  AngioSense  reasonably
requests to protect its interest in the Equipment.

     3.7  Documents.  Bioject  shall keep  copies of all  operating  manuals and
manufacturer's  instructions  with respect to the Equipment in good condition at
the Facility.

     3.8 Right of First Refusal.  In the event AngioSense  should decide to sell
or  otherwise  dispose of any or all of the  Equipment,  Bioject  shall have the
right of first refusal to purchase  such  Equipment at  AngioSense's  good faith
determination  of the  Equipment's  fair market value.  If Bioject elects not to
purchase the Equipment  under this Section 3.8,  Bioject shall,  at AngioSense's
expense,  return the Equipment to AngioSense in the same condition as delivered,
normal wear and tear expected, at such location as AngioSense shall designate.


                                    ARTICLE 4
                                     EQUITY

     4.1 Equity.  AngioSense shall issue to Bioject 277,222 shares of AngioSense
Common Stock upon  completion of the  milestones  set forth on the Milestone and
Stock  Payment  Schedule set forth on Exhibit C and upon  execution of the Stock
Purchase Agreement attached as Exhibit D.


                                    ARTICLE 5
                                SUPPLY OF PRODUCT

     5.1  Terms and  Conditions.  All  supply  of  Product  by  Bioject  and all
purchases of Product by AngioSense  hereunder  shall be subject to the terms and
conditions of this Article 5.

     5.2 Product  Supply.  Subject to the terms and conditions of this Article 5
and, except as set forth in Section 5.5.2,  Bioject shall supply AngioSense with
AngioSense's  commercial  requirements for Product in accordance with applicable
Good  Manufacturing  Practices  (GMP) as established  by the FDA.  Except as set
forth  in  Section  5.5.2,  AngioSense  shall  purchase  all of  its  commercial
requirements  for Product from Bioject.  AngioSense will notify Bioject promptly
upon  receipt of FDA approval to market the Product for any drug or non-drug for
any indication in the Field. At such time, Bioject and AngioSense will negotiate
in good faith, reasonable quarterly minimum purchase requirements by AngioSense.
In the event the parties are unable to agree,  the  provisions of Section 15.2.1
shall apply.

     5.3 Forecasts. During the term of this Agreement, at least thirty (30) days
prior to the start of any calendar month,  AngioSense shall provide Bioject with
a rolling written forecast of the quantities of Product (on a Product-by-Product
basis)  estimated  to be  required  on a  month-by-month  basis for twelve  (12)
consecutive  months ("M1" to "M12",  respectively).  Each forecast  prior to the
launch of a particular  Product shall also identify an  anticipated  launch date
for such Product. Except





                                      -6-
<PAGE>

as set forth in Section 5.4 below,  AngioSense  will provide such forecasts as a
means of production  planning only and shall not constitute a binding obligation
upon Bioject or AngioSense.

     5.4 Orders.

          5.4.1 Orders.  Together with each forecast  provided under Section 5.3
above,  AngioSense  shall  place its firm order with  Bioject  for  delivery  of
Product for the following three (3) month period.

          5.4.2 Form of Order.  AngioSense's  orders shall be made pursuant to a
written  purchase  order which is in a form mutually  acceptable to the parties,
and shall provide for shipment in accordance with reasonable  delivery schedules
as may be agreed upon from time to time by Bioject and AngioSense.

          5.5 Delivery.  Bioject shall ship forecasted  quantities of Product in
accordance  with orders  submitted and accepted in  accordance  with Section 5.4
above.

               5.5.1  Allocation.  In the event that Bioject is unable to supply
both  worldwide  requirements  of Product  (on a  Product-by-Product  basis) and
quantities ordered by AngioSense under Section 5.4 above due to force majeure or
otherwise,  Bioject shall allocate the quantities of Product that Bioject has in
inventory,  and that Bioject is able to produce,  so that AngioSense receives at
least its  proportional  share of  available  supplies  as  determined  based on
reasonable forecasts (taking into consideration past usage and usage performance
against forecast) of AngioSense, Bioject and Bioject's other distributors.

               5.5.2 Right to Manufacture.  If for three (3) consecutive  months
Bioject fails to adequately  supply  AngioSense's  requirements  of a particular
Product,  and provided  that such  failure will or does result in a  substantial
interruption  of supply of one or more Products to the commercial  market and is
not due to action or inaction of AngioSense, then AngioSense may manufacture (or
have  manufactured)  pursuant to this Section 5.5.2 such  Product.  A failure to
"adequately  supply  AngioSense's  requirements"  shall mean a failure to supply
AngioSense ninety percent (90%) of the quantities of a Product subject to a firm
order in accordance with this Agreement, in any three (3) consecutive months.

                    5.5.2.1 License to  Manufacture.  Subject to all other terms
and  conditions of this  Agreement,  Bioject  hereby grants to  AngioSense,  and
AngioSense  hereby accepts a license (the "Bioject  License") under the Licensed
Technology,  with right of sublicense,  to make and have made the Product (which
Bioject has failed to adequately supply as set forth above) for incorporation in
Products hereunder.

                    5.5.2.2 Exercise of the Bioject License.  AngioSense  agrees
not to exercise any of its rights under the Bioject License except to the extent
expressly  permitted in this Section 5.5.2 above.  In such event,  Bioject shall
provide to AngioSense copies of all documentation





                                      -7-
<PAGE>

within  Bioject's  control  that are  reasonably  necessary  for  AngioSense  to
manufacture (or have manufactured)  Product, and shall reasonably cooperate with
AngioSense  to establish  alternative  supply,  including  sources of materials.
AngioSense  may exercise its right to have Product  manufactured  in  accordance
with this Section 5.5.2 through a third party contract manufacturer.

                    5.5.2.3 Return of Equipment.  Immediately upon  AngioSense's
exercise  of the Bioject  License  pursuant to Section  5.5.2.2,  Bioject  shall
immediately  allow  AngioSense,  at AngioSense's  expense,  to pack and ship all
Equipment to a designation specified by AngioSense.  In such event, the transfer
price of Product shall be reduced to zero.

     5.6 Invoicing.  Bioject shall submit an invoice to AngioSense upon shipment
of Product  ordered by AngioSense.  All invoices  shall be sent to  AngioSense's
address for notices  hereunder,  and each such invoice shall state  AngioSense's
aggregate and Transfer  Price (as defined in Section 6.1 below) for Product in a
given  shipment,  plus  any  insurance,  taxes or other  costs  incident  to the
purchase or  shipment  initially  paid by Bioject but to be borne by  AngioSense
hereunder.

     5.7 Shipping. All Product delivered pursuant to the terms of this Agreement
shall be suitably  packed for  shipment by Bioject,  marked for  shipment to the
destination point indicated in AngioSense's  purchase order. All Product will be
delivered FCA (Incoterms  1990) the United States  shipping point  designated by
Bioject.  The carrier shall be selected  AngioSense.  All shipping and insurance
costs, as well as any special packaging expenses, shall be paid by AngioSense.

     5.8 Product  Acceptance.  All  shipments and all shipping and other charges
shall be deemed correct unless Bioject receives from  AngioSense,  no later than
thirty (30) days after after the shipment date,  written  notice  specifying the
shipment,  the purchase order number, and the nature of the discrepancy  between
the  order  and the  shipment  or the exact  nature  of the  discrepancy  in the
shipping or other  charges,  as applicable.  Each shipment of Product  hereunder
shall be  accompanied  by  certified  quality  control  protocol  such and other
information as may be reasonably  requested by AngioSense  from time to time for
each lot of Product therein as well as such customs and other  documentation  as
is necessary or appropriate.

     5.9 Return of Product. All returns of Product shall be in accordance with a
mutually agreeable product return protocol.


                                    ARTICLE 6
             TRANSFER PRICE; ROYALTIES; PAYMENTS; BOOKS AND RECORDS

     6.1 Transfer  Price.  Subject to the  provisions  of Section  5.5.2.3,  the
transfer price of such a Product  supplied to AngioSense  hereunder  shall be as
set forth in Exhibit E (the "Transfer  Price").  Notwithstanding  the foregoing,
the  Transfer  Price  shall be subject to an annual  increase  not to exceed the
greater of *** percent  (***%) or the  increase  in the *** for the  immediately
preceding  year.  Bioject will give  AngioSense  thirty (30) days' prior written
notice





                                      -8-
<PAGE>

of such increase. With respect to amount due to Bioject for Products supplied to
AngioSense  hereunder,  AngioSense  shall pay Bioject within thirty (30) days of
invoice or date of shipment of such Product, whichever is later.

     6.2 Inventory.  AngioSense shall maintain a quantity of each Product at all
times during the term of this Agreement I as AngioSense  deems  appropriate,  in
its sole  discretion,  necessary  in order to meet the demand and service  level
requirements of AngioSense's customers and potential customers.

     6.3 Royalties.  AngioSense agrees to pay Bioject as follows during the term
of this Agreement:

          (a) a royalty equal to *** percent  (***%) of *** on Vitajet  Products
sold, leased,  distributed or transferred in exchange for payment by AngioSense,
its Affiliates or Sublicensees covered by a Valid Claim of a Licensed Patent, or
any patent which claims Joint  Inventions,  in the country in which such Vitajet
Products are sold;

          (b) a royalty  equal to ***  percent  (***%) of *** on B2000  Products
sold, leased,  distributed or transferred in exchange for payment by AngioSense,
its Affiliates or Sublicensees  covered by a Valid Claim of Licensed Patent,  or
any patent  which claims  Joint  Inventions,  in the country in which such B2000
Products are sold.

     Payments  shall be made under only one of (a) or (b) above,  as applicable,
and on no more than one sale transaction for each Product. No multiple royalties
shall be payable  regardless of the fact that the manufacture,  use or sale of a
Product may be covered by more than one Valid Claim licensed hereunder.  For the
removal of doubt, the royalties payable under this Section 6.3 shall continue to
apply after the manufacturing  license in Section 5.5.2 becomes effective.  Such
royalties  shall not in any way apply to  syringes  sold with or to be used with
the B2000 Product and/or the Vitajet Product.

     6.4 Sublicense Fees.  AngioSense shall pay to Bioject *** percent (***%) of
revenue received from  sublicensees for upfront license fees and milestone fees,
excluding revenue received for *** and for ***.

     6.5 Payments.  With respect to royalties due on sales of Product hereunder,
AngioSense shall provide to Bioject a quarterly royalty report as follows: After
the first sale of a Product hereunder, within forty-five (45) days after the end
of each  calendar  quarter,  AngioSense  shall  deliver  to  Bioject  a true and
accurate  report,   giving  such  particulars  of  the  business   conducted  by
AngioSense,  its  Affiliates  and  Sublicensees,  if any,  during such  calendar
quarter as are pertinent to account for royalties due under Sections 6.3 and 6.4
above,  except upon  AngioSense's  exercise of the rights  granted under Section
5.5.2,  in which case  AngioSense will make such reports and payments to Bioject
within forty-five (45) days after the end of the AngioSense's fiscal year. Such





                                      -9-
<PAGE>

report shall include at least (i) the total of Net Sales of Product  during such
quarter;  (ii) the  calculation of royalties;  and (iii) the total  royalties so
calculated  and due  Bioject.  Simultaneously  with the  delivery  of each  such
report,  AngioSense  shall pay to Bioject the total  royalties,  if any,  due to
Bioject for the period of such  report.  AngioSense  shall make all  payments to
Bioject  under this  Agreement  by wire  transfer  in United  States  dollars in
immediately available funds to a bank designated by Bioject.

     6.6 Third Party  Royalties.  If AngioSense  licenses or otherwise  acquires
rights from a third party necessary to use the Bioject  Technology in connection
with the sale or use of any  Product  within  the Field in the  Territory,  then
AngioSense  shall  have  the  right  to  deduct  the  amounts  actually  paid by
AngioSense to the third party against royalties payable under Section 6.3 above,
unless such  technology  is  protected by a patent  owned by  AngioSense  or its
Affiliates.  Notwithstanding the foregoing,  in no event shall the royalties due
Bioject be reduced to less than  one-third of the royalties  payable  before the
deduction described in this Section 6.6

     6.7 Records; Inspection.  AngioSense shall keep, and require its Affiliates
and  Sublicensees  to keep,  complete,  true and accurate  books of accounts and
records for the purpose of determining the amounts payable under this Article 6.
Such books and records shall be kept for at least three (3) years  following the
end of the calendar quarter to which they pertain. Such records will be open for
inspection during such three (3) year period by an independent auditor chosen by
Bioject and reasonably acceptable to AngioSense for the purpose of verifying the
amounts payable by AngioSense under this Article 6. Such inspections may be made
no more than once each  calendar  year,  at  reasonable  times and on reasonable
notice.  The  independent  auditor  shall be  obligated  to execute a reasonable
confidentiality  agreement prior to commencing any such inspection.  Inspections
conducted  under this  Section 6.6 shall be at the expense of Bioject,  unless a
variation or error producing an  underpayment in amounts payable  exceeding five
percent  (5%) of the amount  paid for any period  covered by the  inspection  is
established in the course of any such  inspection,  whereupon all costs relating
to the  inspection  for such period and any unpaid  amounts that are  discovered
shall be paid by AngioSense, together with interest on such unpaid amounts equal
to the lesser of the prime rate as reported in The Wall  Street  Journal  (U.S.,
Eastern  edition)  on the last day of the  calendar  quarter  which such  unpaid
amounts applied plus one percent (1%) per month or the maximum rate permitted by
applicable  law,  calculated  on the number of days  overdue.  The parties  will
endeavor to minimize  disruption of AngioSense's  normal business  activities to
the extent reasonably practicable.


                                    ARTICLE 7
                                COMMERCIALIZATION

     7.1 Technical Literature.  Bioject shall provide to AngioSense  appropriate
technical  literature  relating to the Products  developed by Bioject  hereunder
from time to time  during the term of this  Agreement  to assist  AngioSense  in
developing  appropriate  technical literature and marketing materials to support
its sales force for the Product.





                                      -10-
<PAGE>

     7.2 Product Packaging and Labeling. The trade dress, style of packaging and
the like with respect to each Product will be  determined by AngioSense so as to
be consistent with AngioSense's standard trade dress and style. AngioSense shall
be  responsible  for any increase in packaging and labeling costs over Bioject's
current standard costs.


                                    ARTICLE 8
                                PRODUCT WARRANTY

     8.1 Product  Warranty.  Bioject  warrants to AngioSense that at the time of
delivery to AngioSense the Products  purchased by AngioSense shall (i) have been
manufactured   in  compliance  with  Good   Manufacturing   Practices  (GMP)  as
established by the FDA and (ii) conform to the  Specifications for the Products.
Bioject makes no warranty (express, implied, or statutory) for Products that are
modified or subjected to accident,  misuse,  neglect or improper storage. If any
Product  supplied  hereunder fails to conform to the applicable  Specifications,
AngioSense  shall  notify  Bioject  no later  than  thirty  (30) days  after its
discovery  of the  nonconformity  (but in no event  later than one  hundred  and
eighty-five  (185) days after delivery) and AngioSense shall present  reasonable
evidence to Bioject of such  nonconformity.  Bioject  agrees to  replace,  at no
additional expense to AngioSense,  such nonconforming Product with a new Product
which  conforms to the applicable  Specifications  within thirty (30) days after
receipt of AngioSense's notification under this Section 8.1. Bioject may analyze
any Product  rejected by AngioSense for  nonconformity  and if it is objectively
established   that  the  Product  was  conforming,   then  AngioSense  shall  be
responsible  for payment of such  Product.  All returns shall be as set forth in
Section 5.9 above.  Bioject's sole  obligation  under the warranty  stated above
shall be to repair or replace at Bioject's  option any  nonconforming  Products.
OTHER THAN AS EXPRESSLY  SET FORTH HEREIN,  BIOJECT  MAKES NO OTHER  WARRANTIES,
INCLUDING,  BUT NOT LIMITED TO, ANY IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.


                                    ARTICLE 9
                              INTELLECTUAL PROPERTY

     9.1  Ownership of  Inventions.  Subject to the rights and licenses  granted
herein,  all  right,  title  and  interest  in and to all  inventions  and other
intellectual  property  made solely by personnel of a party hereto in connection
with the performance of such party's obligations hereunder shall be owned solely
by such party (a "Sole Invention"). Likewise, subject to the rights and licenses
granted herein, all right, title and interest in and to all inventions and other
intellectual  property  made jointly by personnel of  AngioSense  and Bioject (a
"Joint  Invention")  shall be assigned to AngioSense;  provided,  however,  that
AngioSense hereby grants to Bioject a royalty-free  exclusive  worldwide license
(with the right to sublicense) under such Joint Invention to develop, make, have
made, use, import,  distribute, and sell products in all areas outside the Field
and outside the licensed portions of the Extended Field. Each





                                      -11-
<PAGE>

party shall promptly notify the other party in writing of any Joint  Inventions.
Bioject shall ensure all employees and consultants of Bioject, assist AngioSense
in accomplishing the foregoing assignment.

     For any patent  application  covering an AngioSense  Sole Invention  having
claims that  include or reference to  technology  covered by any Bioject  patent
(now  existing  or issued  during  the term of this  Agreement)  related  to jet
injection,  AngioSense  will (a) advise  Bioject  of the  filing of such  patent
application,  and (b) if and when such patent application issues as a patent and
that patent is licensed to a third party,  or the claimed subject matter thereof
is otherwise commercialized,  AngioSense will advise Bioject of the licensing or
commercialization  opportunity  and  negotiate  with  Bioject  in good  faith an
arrangement to share revenues  derived from such licensing or  commercialization
opportunity,  based upon the relative contribution of the Bioject technology, as
defined in the claims of such AngioSense Sole Invention  patent,  to the revenue
opportunity.

     For any patent application  covering a Bioject Sole Invention having claims
that include or reference to technology  covered by any  AngioSense  patent (now
existing or issued during the term of this Agreement) related to the delivery of
a drug or  biologic  agent to the  cardiac  or  cardiovascular  system via (i) a
catheter or (ii) a non-catheter  based delivery method,  Bioject will (a) advise
AngioSense  of the filing of such patent  application,  and (b) if and when such
patent  application  issues as a patent and that  patent is  licensed to a third
party,  or the  claimed  subject  matter  thereof is  otherwise  commercialized,
Bioject will advise AngioSense of the licensing or commercialization opportunity
and negotiate  with  AngioSense in good faith an  arrangement  to share revenues
derived from such  licensing or  commercialization  opportunity,  based upon the
relative contribution of the AngioSense technology,  as defined in the claims of
such Bioject Sole Invention patent, to the revenue opportunity.

     9.2 Patent Prosecution.

          9.2.1 Sole Inventions.  Each party shall, at its expense,  control the
preparing, filing, prosecuting and maintaining the patent applications developed
solely by its employees during the course of this Agreement.

          9.2.2  Joint  Inventions.  AngioSense  shall  have the first  right to
prepare,  file,  prosecute and maintain  patent  applications  and patents which
claim Joint  Inventions.  Without limiting the foregoing,  AngioSense  agrees to
first  consult  with  Bioject as to the  preparation,  filing,  prosecution  and
maintenance of such patents and patent applications and shall furnish to Bioject
copies of documents  relevant to any such preparation,  filing,  prosecution and
maintenance  and  AngioSense  further  agrees to  incorporate  all of  Bioject's
reasonable  comments with respect thereto.  In the event that AngioSense  elects
not to pay any costs  and fees with  respect  to a  particular  patent or patent
application  covering a Joint  Invention then  AngioSense  shall give Bioject at
least thirty (30) days prior written  notice thereof and shall assign to Bioject
all of its right, title and interest therein.

          9.2.3   Cooperation.   Bioject  shall  cooperate  with  AngioSense  in
connection with such activities, at AngioSense's request and expense.





                                      -12-
<PAGE>

     9.3 Defense of Third Party  Infringement  Claims. If the sale or use of any
Product within the Field in the Territory  pursuant to this Agreement results in
a claim,  suit or  proceeding  brought by a third party  against  AngioSense  or
Bioject  alleging  infringement of such third party's patents  ("Action"),  such
party shall promptly notify the other party hereto in writing. The party subject
to such Action shall have the exclusive  right to defend and control the defense
of any such Action using  counsel of its own choice,  and the Action shall be at
such  party's  own  expense;  provided,   however,  that  the  other  party  may
participate  in the defense  and/or  settlement  thereof at its own expense with
counsel of its choice.  The party subject to the Action agrees to keep the other
party hereto reasonably informed of all material developments in connection with
any such Action.

     9.4 Enforcement. If either party determines or has a reason to believe that
any Licensed Patents or any patent covering Joint  Inventions  necessary for the
manufacture,  use or sale of a Product are being  infringed  by a third party or
are subject to a declaratory judgment action arising from such infringement,  in
each case  with  respect  to the  manufacture,  sale or use of a product  in the
Territory  within  the  Field  that  competes  directly  with any  Products  (an
"Infringement"), such party shall promptly notify the other party hereto.

          9.4.1 By  Bioject.  Bioject  shall  have the first  right  (itself  or
through  others),  at its sole option and expense,  to bring suit to enforce the
intellectual  property rights within such Licensed  Technology  and/or to defend
any declaratory  judgment action with respect thereto, in each case with respect
to an  Infringement  (each,  for purposes of this  Section 9.4, an  "Enforcement
Action").

          9.4.2 By  AngioSense.  In the event Bioject  elects not to initiate an
Enforcement Action against a commercially significant Infringement, within three
(3) months of a request by  AngioSense  to do so,  AngioSense  may initiate such
Enforcement  Action at its expense with Bioject's prior written consent,  as the
parties mutually agree.  Bioject shall have the right to participate in any such
action with counsel of its own choice at its own expense.

          9.4.3 Recoveries.  All recoveries from an Enforcement  Action shall be
first applied to reimburse the controlling  party's and then the non-controlling
party's  unreimbursed   expenses,   including  without  limitation,   reasonable
attorney's  fees and court costs.  Any remainder  shall,  to the extent the same
relates to the Infringement, be treated as Net Sales.

          9.4.4 Cooperation.  In addition, with regard to any Enforcement Action
the non-controlling party shall cooperate with the controlling party,  including
without  limitation,  by joining as a party plaintiff,  executing  documents and
making available all relevant personnel, records, papers, information,  samples,
specimen and other similar materials in the non-controlling  party's possession,
in each case as the controlling party may reasonably request.




                                      -13-
<PAGE>

                                   ARTICLE 10
                         REPRESENTATIONS AND WARRANTIES

     10.1 Bioject Warranties. Bioject warrants and represents to AngioSense that
(i) it has the full right and  authority to enter into this  Agreement and grant
the rights granted herein; (ii) it has not previously granted and will not grant
any  rights in  conflict  with the rights  granted  herein;  (iii) to  Bioject's
knowledge  and belief,  there are no  threatened  or pending  actions,  suits or
claims  against  it with  respect  to its right to enter  into and  perform  its
obligations under this Agreement;  and (iv) Bioject's  obligations hereunder and
AngioSense's rights shall not be encumbered or in any way diminished by a Change
in Control of Bioject.

     10.2 AngioSense  Warranties.  AngioSense warrants and represents to Bioject
that (i)  AngioSense  has the full  right  and  authority  to  enter  into  this
Agreement  and  grant  the  rights  granted  herein;  (ii)  AngioSense  has  not
previously  granted  and will not grant any rights in  conflict  with the rights
granted  herein;  (iii) to  AngioSense's  knowledge  and  belief,  there  are no
existing or threatened actions,  suits or claims pending against it with respect
to its right to enter into and perform its obligations  under this Agreement and
(iv)  AngioSense's  obligations  and  Bioject's  rights  hereunder  shall not be
encumbered or in any way diminished by a Change in Control of AngioSense.


                                   ARTICLE 11
                                 CONFIDENTIALITY

     11.1 Confidential  Information.  Except as expressly  provided herein,  the
parties agree that, for the term of this Agreement and thereafter, the receiving
party shall not publish or otherwise  disclose and shall not use for any purpose
any  information  furnished  to it by the other  party  hereto  pursuant to this
Agreement which if disclosed in tangible form is marked  "Confidential"  or with
other similar designation to indicate its confidential or proprietary nature, or
if disclosed  orally is confirmed as  confidential  or  proprietary by the party
disclosing  such  information  at the  time  of such  disclosure  ("Confidential
Information").  Notwithstanding the foregoing,  it is understood and agreed that
Confidential  Information  shall not include  information  that, in each case as
demonstrated  by written  documentation:  (a) was already known to the receiving
party,  other  than  under  an  obligation  of  confidentiality,  at the time of
disclosure;  (b) was generally  available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving  party;  (c) became
generally  available to the public or otherwise  part of the public domain after
its disclosure and other than through any act or omission of the receiving party
in breach of this Agreement;  or (d) was subsequently  lawfully disclosed to the
receiving  party by a person  other  than a party  hereto  or  developed  by the
receiving party without  reference to any information or materials  disclosed by
the disclosing party.

     11.2 Permitted Disclosures.  Notwithstanding the provisions of Section 11.1
above,  each party hereto may disclose the other's  Confidential  Information to
the extent such  disclosure is reasonably  necessary,  in filing or  prosecuting
patent applications, prosecuting or defending litigation,





                                      -14-
<PAGE>


complying with applicable  governmental  regulations,  submitting information to
tax or other  governmental  authorities,  or  conducting  clinical  trials or in
exercising its rights hereunder (including granting any permitted  sublicenses),
provided  that if a party is legally  required  to make any such  disclosure  of
another party's Confidential Information, to the extent it may legally do so, it
will  give  reasonable  advance  written  notice  to the  latter  party  of such
disclosure  and,  save  to the  extent  inappropriate  in  the  case  of  patent
applications,  will use its reasonable efforts to secure confidential  treatment
of such  Confidential  Information  prior  to its  disclosure  (whether  through
protective orders or otherwise).


                                   ARTICLE 12
                                 INDEMNIFICATION

     12.1 Indemnification of Bioject. AngioSense shall indemnify each of Bioject
and its directors,  officers,  and employees and the  licensors,  successors and
assigns  of any of the  foregoing  (the  "Bioject  Indemnitees"),  and hold each
Bioject Indemnitee  harmless from and against any and all liabilities,  damages,
settlements,  claims,  actions,  suits,  penalties,  fines,  costs  or  expenses
(including, without limitation, reasonable attorneys' fees and other expenses of
litigation)  (a "Claim")  incurred by any Bioject  Indemnitee,  arising  from or
occurring as a result of product  liability  claim except in which such claim is
due to a breach of Bioject's warranties under Sec. 8.1.

     12.2  Indemnification  of  AngioSense.  Bioject  shall  indemnify  each  of
AngioSense  and its  directors,  officers,  and employees and the successors and
assigns of any of the foregoing (the  "AngioSense  Indemnitees"),  and hold each
AngioSense  Indemnitee  harmless  from  and  against  any and  all  liabilities,
damages,  settlements,  claims,  actions,  suits,  penalties,  fines,  costs  or
expenses (including,  without limitation,  reasonable  attorneys' fees and other
expenses of  litigation)  (a "Claim")  incurred  by any  AngioSense  Indemnitee,
arising from or occurring  as a result of breach of Bioject's  warranties  under
Section 8.1.

     12.3  Procedure.   A  party  (the   "Indemnitee")  that  intends  to  claim
indemnification under this Article 12 shall promptly notify the other party (the
"Indemnitor")  in writing of any loss,  claim,  damage,  liability  or action in
respect of which the  Indemnitee or any of its directors,  officers,  employees,
licensors, successors or assigns intends to claim such indemnification,  and the
Indemnitor shall have sole control of the defense and/or settlement thereof. The
indemnity  agreement  in this  Article  12 shall  not apply to  amounts  paid in
settlement of any Claim if such  settlement  is effected  without the consent of
the Indemnitor, which consent shall not be withheld unreasonably. The failure to
deliver  written  notice to the  Indemnitor  within a reasonable  time after the
commencement  of any such action,  if  prejudicial to its ability to defend such
action,  shall relieve such Indemnitor of any liability to the Indemnitee  under
this Article 12 but the omissions so to deliver written notice to the Indemnitor
shall  not  relieve  the  Indemnitor  of any  liability  that it may have to any
Indemnitee  otherwise  than under this  Article  12. The  Indemnitee  under this
Article 12 and its employees,  shall cooperate fully with the Indemnitor and its
legal  representatives  and provide full information in the investigation of any
Claim covered by this indemnification.



                                      -15-
<PAGE>

                                   ARTICLE 13
                              TERM AND TERMINATION

     13.1 Term. This Agreement  shall become  effective as of the Effective Date
and, unless earlier terminated  pursuant to the other provisions of this Article
13,  shall  continue in full force and effect for the longer of (i) fifteen (15)
years after the Effective Date or (ii) expiration, revocation or invalidation of
the last  patent  or  abandonment  of the last  patent  application  within  the
Licensed Patents.

     13.2  Termination for Cause Either Bioject or AngioSense may terminate this
Agreement by written  notice  stating  each  party's  intent to terminate in the
event the other shall have  materially  breached or defaulted in the performance
of any of its  material  obligations  hereunder,  and such  default  shall  have
continued for sixty (60) days after written  notice  thereof was provided to the
breaching party by the nonbreaching party.

     13.3  Bankruptcy   Proceedings  Either  party  hereto  may  terminate  this
Agreement  by notice to the other  party,  if (i) such other party shall make an
assignment of substantially all of its assets for the benefit of creditors, file
a petition in bankruptcy,  petition or apply to any tribunal for the appointment
of a custodian,  receiver or any trustee for such party or substantially  all of
such party's assets,  or shall commence any proceeding  under any dissolution or
liquidation law or statute of any jurisdiction (provided that no entity succeeds
to the business of such party following such dissolution or liquidation) whether
now or  hereafter in effect which is not  dismissed  within sixty (60) days;  or
(ii) there shall have been filed any such petition or  application  against such
other  party,  or any such  proceeding  shall have been  commenced  against such
party, in which an order for relief is entered or which remains  undismissed for
a period of ninety  (90) days or more;  or (iii) such  other  party by an act or
knowing  failure to act shall indicate such party's  consent to,  approval of or
acquiescence  in, any such  petition,  application  or  proceeding  or order for
relief or the  appointment  of a  custodian,  receiver  or any  trustee for such
party,  or any  substantial  part of any of such  party's  properties,  or shall
suffer  any  such   custodianship,   receivership  or  trusteeship  to  continue
undischarged for a period of ninety (90) days or more.

     13.4 Effect of Expiration and Termination.

          13.4.1  Accrued  Obligations.  Termination  of this  Agreement for any
reason shall not release any party hereto from any liability  which, at the time
of such  termination,  has  already  accrued  to the  other  party  or  which is
attributable  to a period prior to such  termination,  nor preclude either party
from  pursuing  all rights and  remedies it may have  hereunder  or at law or in
equity with respect to any breach of this Agreement.

          13.4.2  Products in Inventory.  AngioSense  shall purchase all Product
ordered pursuant to Section 5.4.1 as of the date of termination.  AngioSense and
its Affiliates and Sublicensees  shall have the right to distribute  Products in
their inventories or otherwise in their





                                      -16-
<PAGE>

control as of the  termination  of this Agreement for a period not to exceed six
(6) months from such  termination,  in all cases  subject to the payments  under
Article 6 above.

          13.4.3 No Renewal,  Extension or Waiver.  Acceptance by Bioject of any
order for any Product from AngioSense after the effective date of termination of
this Agreement shall not be construed as a renewal or extension  hereof, or as a
waiver of termination of this Agreement.

          13.4.4 Return of Equipment. Immediately upon termination or expiration
of this Agreement,  Bioject shall return to AngioSense all Equipment provided to
it under this Agreement at the location specified by AngioSense.

     13.5 Survival.  Articles 1, 8, 9, 10, 11, 12, 14 and 15;  Sections 3.5, 6.7
and 13.4 shall  survive  expiration  or  termination  of this  Agreement for any
reason.


                                   ARTICLE 14
                             LIMITATION OF LIABILITY

     EXCEPT WITH RESPECT TO ANY CLAIM UNDER ARTICLE 12, IN NO EVENT SHALL EITHER
PARTY BE  LIABLE TO THE OTHER OR ANY  THIRD  PARTY FOR COSTS OF  PROCUREMENT  OF
SUBSTITUTE  GOODS,  LOST  PROFITS,  OR  ANY  OTHER  SPECIAL,  CONSEQUENTIAL,  OR
INCIDENTAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING OUT
OF THIS AGREEMENT  WHETHER BASED IN CONTRACT,  TORT (INCLUDING  NEGLIGENCE),  OR
OTHERWISE. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND  NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.


                                   ARTICLE 15
                                  MISCELLANEOUS

     15.1  Governing  Law.  This  Agreement  and any  dispute  arising  from the
performance  or breach hereof shall be governed by and construed and enforced in
accordance  with,  the laws of the State of  California,  without  reference  to
conflicts of laws principles.

     15.2 Disputes.

          15.2.1  Resolution.  Except with respect to either party's  actions to
seek injunctive relief, in the event that Bioject and AngioSense,  are unable to
resolve any dispute  between them,  either Bioject or AngioSense may, by written
notice to the other, have such dispute referred to the Chief Executive  Officers
(or  equivalent)  of Bioject and  AngioSense,  for attempted  resolution by good
faith  negotiations  within  twenty-one (21) days after such notice is received.
Unless  otherwise  mutually  agreed,  the  negotiations  between the  designated
officers shall be conducted by telephone,





                                      -17-
<PAGE>

within three (3) days and at times within the period stated above offered by the
designated  officers  of  AngioSense  to the  designated  officer of Bioject for
consideration.

          15.2.2  Arbitration.  AngioSense and Bioject agree that any dispute or
controversy  arising  out  of,  in  relation  to,  or in  connection  with  this
Agreement, or the validity, enforceability,  construction, performance or breach
hereof, shall be settled by binding arbitration as set forth in Exhibit F.

     15.3  Force  Majeure.  Nonperformance  of any  party  (except  for  payment
obligations)  shall be  excused  to the  extent  that  performance  is  rendered
impossible by strike, fire,  earthquake,  flood,  governmental acts or orders or
restrictions,  delay or failure of suppliers,  or any other reason where failure
to  perform  is  beyond  the  reasonable  control  and not  caused  by the gross
negligence or willful misconduct of the nonperforming party.

     15.4 No  Implied  Waivers;  Rights  Cumulative.  No  failure on the part of
Bioject or  AngioSense  to exercise and no delay in  exercising  any right under
this  Agreement,  or  provided  by statute or at law or in equity or  otherwise,
shall impair,  prejudice or constitute a waiver of any such right, nor shall any
partial  exercise  of any such  right  preclude  any other or  further  exercise
thereof or the exercise of any other right.

     15.5  Independent  Contractors.  Nothing  contained  in this  Agreement  is
intended implicitly,  or is to be construed, to constitute Bioject or AngioSense
as  partners  in the legal  sense.  No party  hereto  shall have any  express or
implied right or authority to assume or create any  obligations  on behalf of or
in the  name of any  other  party or to bind any  other  party to any  contract,
agreement or undertaking with any third party.

     15.6  Notices.  All notices,  requests and other  communications  hereunder
shall be in writing and shall be  personally  delivered or sent by registered or
certified mail, return receipt requested,  postage prepaid,  in each case to the
respective address specified below, or such other address as may be specified in
writing to the other parties hereto:

          AngioSense:               AngioSense, Inc
                                    2611 Knollwood Drive
                                    Cameron Park, California  95682
                                    Attn: Robert C. Glines

          with a copy to:           Wilson Sonsini Goodrich & Rosati
                                    Professional Corporation
                                    650 Page Mill Road
                                    Palo Alto, California 94304-1050
                                    Attn: Casey McGlynn, Esq.



                                      -18-
<PAGE>

          Bioject:                  Bioject, Inc.
                                    7620 S.W. Bridgeport Road
                                    Portland, Oregon 97224
                                    Attn: Chief Financial Officer

          with a copy to:           Stoel Rivers LLP
                                    900 S.W. 5th Avenue, Suite 2600
                                    Portland, Oregon 92204
                                    Attn:  Annette Mulee, Esq.

     15.7 Assignment.  This Agreement shall not be assignable by either party to
any third  party  without the written  consent of the other  party  hereto.  Any
attempted  assignment  in violation of this Section 15.7 shall be null and void.
Notwithstanding  the foregoing,  AngioSense  may assign this  Agreement  without
Bioject's  consent to an entity that  acquires all or  substantially  all of its
business or assets whether by merger, acquisition,  or otherwise;  provided that
such entity does not generate ten percent  (10%) or more of its revenue from the
development, manufacture distribution of jet injection technology (Jet Injection
Entity). Assignment to any Jet Injection Entity is subject to the first sentence
of this Section 15.7.

     15.8 Visiting  Personnel.  Certain  activities of the parties hereunder may
include  certain one  party's  personnel  including  without  limitation  senior
scientists  visiting and/or being stationed at the other party's  facilities for
some period of time; in such case such the visiting  personnel shall be bound by
all rules and regulations  pertaining to such facilities  during the time at the
facilities and each party shall be responsible for and assume all risk of injury
or damage done or suffered by its personnel when such personnel are at the other
party's  facilities,  except for injury or damage  caused by the  negligence  or
misconduct of the other party.

     15.9  Modification.  No amendment or  modification of any provision of this
Agreement shall be effective unless in writing signed by all parties hereto.  No
provision of this Agreement  shall be varied,  contradicted  or explained by any
oral  agreement,  course of dealing or  performance  or any other matter not set
forth in an agreement in writing and signed by all parties.

     15.10 Severability. If any provision hereof should be held invalid, illegal
or unenforceable in any  jurisdiction,  all other provisions hereof shall remain
in full force and effect in such  jurisdiction and shall be liberally  construed
in order to carry out the  intentions of the parties  hereto as nearly as may be
possible.  Such invalidity,  illegality or unenforceability shall not affect the
validity,   legality  or   enforceability   of  such   provision  in  any  other
jurisdiction.

     15.11  Publicity.  Each of the parties hereto agrees not to disclose to any
third party the terms and conditions of this Agreement without the prior written
consent of the other party hereto, except to advisors, investors and others on a
need-to-know   basis   under    circumstances   that   reasonably   ensure   the
confidentiality thereof, or to the extent required by law.





                                      -19-
<PAGE>

     15.12 Headings. Headings used herein are for convenience only and shall not
in any  way  affect  the  construction  of or be  taken  into  consideration  in
interpreting this Agreement.

     15.13 No Implied  Licenses.  Except as expressly  provided herein, no party
hereto  grants to any other  party  hereto  any  rights or  licenses  under such
party's patent rights, trade secrets or other intellectual property rights.

     15.14 Entire  Agreement.  This Agreement,  including the Exhibits  attached
hereto,  constitutes  the entire  agreement  with respect to the subject  matter
hereof,   and  supersedes  all  prior  or   contemporaneous   understandings  or
agreements, whether written or oral, between Bioject and AngioSense with respect
to such subject matter.

     15.15  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together, shall constitute one and the same instrument.





                                      -20-
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered effective as of the Effective Date.


Bioject, Inc.                         AngioSense, Inc.
("Bioject")                           ("AngioSense")


By: -------------------------------   By: -------------------------------

Name:  ----------------------------   Name: -----------------------------

Title: ----------------------------   Title: ----------------------------



                                      -21-
<PAGE>

<TABLE>
                                    Exhibit A
                                 BIOJECT PATENTS

                                Docket
Date            Patent Number   Number     Country        Description              Area of Protection
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>             <C>        <C>            <C>                      <C>
May 12,1981     4,266,541                    USA            Omnijet                  Hydraulic powered device
Jun 3, 1986     4,592,742                    USA            Vitajet 1,2              Spring powered device and syringe
June 24, 1986   4,596,556                    USA            Syringe & Injector
Dec. 13, 1988   4,790,824                    USA            Syringe & Injector
Jul. 10, 1990   4,940,460                    USA            Syringe & Injector
Jul. 17, 1990   4,941,880       187/087      USA            Syringe & Injector       15 Claims - first generation technology
Oct. 25, 1990   662850          189/230      Australia      Syringe                  7 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Oct 30, 1990    4,966,581                    USA            Vitajet Corp. Prefill    Plastic prefill cartidge
Nov. 1, 1990    EPO427457       189/230      Belgium        Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 1, 1990    EPO427457       189/230      France         Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 1, 1990    DE69017356      189/230      Germany        Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 1, 1990    EPO427457       189/230      G. Britain     Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 1, 1990    EPO427457       189/230      Italy          Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 1, 1990    EPO427457       189/230      Spain          Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 1, 1990    EPO427457       189/230      Switz/Liech    Syringe                  6 Claims - syringe tip, foreign version of
                                                                                       U.S. 5,312,335
Nov. 12, 1991   5,064,413       186/182      USA            Syringe & Injector       30 Claims - pilot valve technology
Jul. 24, 1992   2028524         199/031      G. Britain     B2000 Design             Ornamentation aspects of the B2000
Jan. 20, 1993   M9300555.5      199/031      Germany        B2000 Design             Ornamentation aspects of the B2000
Jan. 22, 1993   929398          199/031      Japan          B2000 Design             Ornamentation aspects of the B2000
May 17, 1994    5,312,577       196/184      USA            Syringe Mfg. Method      5 Claims  - Method of molding orifice
May. 17, 1994   5,312,335       194/174      USA            Syringe                  11 Claims - Luer and shroud
Aug. 23,1994    Des. 349,958    199/031      USA            B2000 Design             Ornamentation aspects of the B2000.
Jan. 24, 1995   5,383,851       195/089      USA            B2000 Apparatus          23 Claims - Injector and syringe
Mar. 21, 1995   5,399,163       202/206      USA            B2000 Method             29 Claims - Parameters for injection
Apr. 2, 1996    5,503,627       206/107      USA            Syringe                  18 Claims - Luer and shroud
May 28, 1996    5,520,639       211/208      USA            B2000 Apparatus          9 Claims - Additional B2000 claims
July 10, 1997   676490          202/206      Australia      B2000 Method             29 Claims - Parameters for injection
May 5, 1998     5,746,714                    USA            Medivax                  Air powered device (low pressure)
Jul 21, 1998    5,782,802                    USA            Vitajet 3                Spring powered device and syringe
</TABLE>


<PAGE>


                           BIOJECT PATENT APPLICATIONS
<TABLE>


Date                Docket Number     Country            Description                     Area of Protection
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>                <C>                            <C>
***                 ***               ***                ***                            ***

***                 ***               ***                ***                            ***

***                 ***               ***                ***                            ***

***                 ***               ***                ***                            ***
</TABLE>







<PAGE>

                                    EXHIBIT B

                                    EQUIPMENT

                                      None




<PAGE>


                                    EXHIBIT C

  Milestone and Stock Payment Schedules for Bioject stock equity payment (1999)


VitaJet

     In the event  that  each of the  following  four (4)  milestones  (each,  a
"Vitajet  Milestone")  is achieved by or before the due date listed  across from
such  Milestone  (each such date, a "Vitajet  Milestone  Due Date"),  AngioSense
shall issue to Bioject  138,611  shares of Common Stock pursuant to the terms of
the Stock Purchase  Agreement by and between  Bioject and AngioSense and of even
date herewith (the "Stock Purchase  Agreement"),  which Stock Purchase Agreement
is  attached  as Exhibit D to the  Agreement.  If any one or more of the Vitajet
Milestones is not achieved by the applicable  Vitajet  Milestone Due Date,  then
the condition  precedent to  AngioSense's  obligation to issue shares to Bioject
pursuant to Section 4 of the Stock  Purchase  Agreement in  connection  with the
Vitajet Product will not be met and AngioSense shall have no obligation to issue
any such shares pursuant to such Section 4.


<TABLE>
Vitajet Milestones                                                                                Due Date
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
1.   Provide AngioSense with prototype intraoperative device for use in animal)                   ***
2.   Use commercially reasonable efforts to assist AngioSense, as reasonably requested,           ***
     prior  to  the  Due  Date  in   submitting   1st   regulatory   filing  for
     intraoperative device, whether or not AngioSense submits any such filing by
     the Due Date. If such  assistance  is not requested  prior to the Due Date,
     this milestone will be deemed met as of the Due Date.
3.   Provide  necessary   information  and   documentation  to  AngioSense,   as                  ***
     reasonably  requested  prior  to the  Due  Date,  for  filing  U.S.  patent
     application for  intraoperative  device,  whether or not AngioSense submits
     any such filing by the Due Date. If such  information or  documentation  is
     not requested prior to the Due Date this milestone will be deemed met as of
     the Due Date.
4.   Have Equipment, personnel, and protocols in place in preparation for volume                  ***
     manufacture of intraoperative devices
</TABLE>


B2000

     In the event that each of the following five (5) milestones (each, a "B2000
Milestone")  is achieved by or before the due date listed across from such B2000
Milestone (each such date, a "B2000 Milestone Due Date"), AngioSense shall issue
to Bioject  138,611  shares of Common  Stock  pursuant to the terms of the Stock
Purchase  Agreement.  If any one or more of the B2000 Milestones is not achieved
by the  applicable  B2000  Milestone Due Date,  then the condition  precedent to
AngioSense's  obligation to issue shares to Bioject pursuant to Section 5 of the
Stock Purchase



<PAGE>

Agreement in connection  with the B2000  Product will not be met and  AngioSense
shall have no obligation to issue any such shares pursuant to such Section 5.

<TABLE>
B2000 Milestones                                                                                  Due Date
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
1.   Provide AngioSense with three devices for use with catheter systems to be tested in           ***
     animals
2.   Use commercially  reasonable  efforts to assist  AngioSense,  as reasonably                   ***
     requested  prior to the Due Date, in submitting 1st  regulatory  filing for
     catheter system,  whether or not AngioSense  submits any such filing by the
     Due Date. If such  assistance is not requested  prior to the Due Date, this
     milestone will be deemed met as of the Due Date.
3.   Provide  necessary   information  and   documentation  to  AngioSense,   as                   ***
     reasonably  requested  prior to the Due Date,  for  filing  of U.S.  patent
     application for catheter-based system and percutaneous application, whether
     or not  AngioSense  submits  any  such  filing  by the  Due  Date.  If such
     information or  documentation  is not requested  prior to the Due Date this
     milestone will be deemed met as of the Due Date.
4.   Provide AngioSense with device for testing of catheter system in humans                       ***
5.   Have Equipment, personnel, and protocols in place in preparation for volume                   ***
     manufacture of B2000
</TABLE>



<PAGE>

                                    EXHIBIT D

                            STOCK PURCHASE AGREEMENT




<PAGE>

                                    EXHIBIT E


Transfer Pricing Schedule


<TABLE>
                                     Annual Unit Purchases

Device                               5,000        10,000        20,000        50,000        75,000        100,000
------------------------------------ ------------ ------------- ------------- ------------- ------------- ------------
<S>                                  <C>          <C>           <C>           <C>           <C>           <C>
B-2000                               ***          ***           ***           ***           ***           ***

Vitajet 3                            ***          ***           ***           ***           ***           ***

Disposable Syringes                  ***          ***           ***           ***           ***           ***
</TABLE>


*    ***






<PAGE>

                                    EXHIBIT F

                                   ARBITRATION


     (a) Initiation of Arbitration.  A party ("Complaining Party") which intends
to begin an arbitration to resolve a Dispute as  contemplated  by Section of the
Agreement  ("Arbitration")  shall initiate the Arbitration by providing  written
notice ("Arbitration Request") of such intent by certified or registered mail or
properly documented overnight delivery to the other party ("Responding  Party").
The Arbitration Request shall include a copy of the Description of Dispute,  set
forth a proposed  solution to the  Dispute,  and include a suggested  time frame
within  which the parties  must act to effect such  solution.  Contemporaneously
with sending the Arbitration  Request, the Complaining Party shall submit a copy
of the Arbitration Request to the American  Arbitration  Association in the city
in which the Arbitration is to be conducted as provided in Paragraph (d) below.

     (b) Selection of Arbitration.  Any and all Disputes to be resolved pursuant
to Arbitration shall be submitted to a neutral  arbitrator  ("Arbitrator").  The
parties shall select the  Arbitrator by mutual  agreement but if the parties are
unable to agree,  then the Arbitrator  shall be selected in accordance  with the
procedures of the American  Arbitration  Association.  The Arbitrator shall be a
former  judge of a state or  federal  court who shall not be a current or former
employee,  director or shareholder of, or otherwise have any current or previous
relationship with, either party or its respective affiliates.

     (c)  American  Arbitration  Association  Rules.  The  Arbitration  shall be
conducted in accordance with the rules of the American  Arbitration  Association
then in effect, subject to the time periods and other provisions of this Exhibit
or as otherwise set forth in the Agreement.

     (d) Hearing. Consistent with the time schedule established pursuant to this
paragraph  (d) and  Paragraph  (e) below,  the  Arbitrator  shall hold a hearing
("Hearing")  to resolve  each of the issues  identified  in the  Description  of
Dispute. To the extent practicable taking into account the nature of the Dispute
and the  availability of the  Arbitrator,  the Hearing shall be conducted over a
period not to exceed two (2) consecutive business days, with each party entitled
to  approximately  half of the  allotted  time unless  otherwise  ordered by the
Arbitrator.  The Hearing shall be conducted in a location to be mutually  agreed
by the parties.

     (e) Discovery.  Within ten (10) days of receipt by the Responding  Party of
the Arbitration  Request the parties shall negotiate in good faith the scope and
schedule of discovery,  including  depositions,  document  production  and other
discovery  devices,  taking into account the nature of the Dispute submitted for
resolution.  If the  parties are unable to reach  agreement  as to the scope and
schedule of  discovery,  the  Arbitrator  may order such  discovery as he or she
deems necessary.  In either case, such discovery shall be completed within sixty
(60) days from the date of the  selection  of the  Arbitrator.  At the  hearing,
which shall  commence  within twenty (20) days after the completion of discovery
unless the  Arbitrator  otherwise  orders,  the parties  may  present  testimony
(either  live  witness  or  deposition),   subject  to  cross-examination,   and
documentary evidence.



<PAGE>

     (f) Hearing  Submission.  At least twenty (20)  business  days prior to the
date  set for the  Hearing,  each  party  shall  submit  to each  other  and the
Arbitrator a list of all  documents  on which such party  intends to rely in any
oral or written  presentation at the Hearing,  a list of all witnesses,  if any,
such party  intends to call at the Hearing and a brief  summary of each witness'
testimony. At least five (5) business days prior to the Hearing, each party must
submit to the Arbitrator and serve on each other party proposed findings of fact
and  conclusions  of law on each  issue  to be  resolved.  Within  five (5) days
following  the  close  of  the  Hearing,  each  party  shall  each  submit  such
post-Hearing  briefs to the Arbitrator  addressing the evidence and issues to be
resolved as may be required or permitted by the Arbitrator.

     (g)  Arbitrator's  Duties and Authority.  The Arbitrator shall preside over
and resolve any disputes between the parties in connection with the Arbitration.
The Arbitrator  shall have sole discretion with regard to the  admissibility  of
any evidence and all other matters  relating to the conduct of the Hearing.  The
Arbitrator  shall,  in rendering its decision,  apply the substantive law of the
State of  California.  The  decision  of the  Arbitrator  shall be final and not
appealable,  except  in the  case  of  fraud  or bad  faith  on the  part of the
Arbitrator in connection with the conduct of such proceedings.

     (h) Decision and Award. The Arbitrator shall render a decision and award as
expeditiously  as possible  but in no event more than thirty (30) days after the
close of the  hearing.  In making  the award the  Arbitrator  shall rule on each
disputed  issue.  Nothing  contained  herein  shall be  construed  to permit the
Arbitrator or any court or any other forum to award  punitive,  exemplary or any
similar  damages.  By entering into the Agreement and exercising their rights to
arbitrate, the parties expressly waive any claim for punitive,  exemplary or any
similar  damages.   The  only  damages  recoverable  under  this  Agreement  are
compensatory damages.

     (i) Costs and  Expenses.  Each  party  shall pay its own costs  (including,
without limitation,  reasonable attorneys' fees) and expenses in connection with
the Arbitration;  provided,  however, that if the Arbitrator determines that the
action of any party was arbitrary, frivolous or in bad faith, the Arbitrator may
award such costs and expenses to the prevailing party.

     (j)  Confidentiality.  The Arbitration shall be confidential and, except as
required by law,  neither party shall make (or instruct the  Arbitrator to make)
any public  announcement  with  respect to the  proceedings  or  decision of the
Arbitrator  without the prior written consent of the other party.  The existence
of any Dispute, and the award of the Arbitrator,  shall be kept in confidence by
the  parties and the  Arbitrator,  except as  required  in  connection  with the
enforcement of such award or as otherwise required by applicable law.

     (k)  Jurisdiction to Enforce Award.  For the purposes of these  arbitration
provisions, the decision may be entered in any court of competent jurisdiction.

     (l) Exclusive Procedures. The procedures specified herein shall be the sole
and exclusive  procedures  for the  resolution  of Disputes  between the parties
which  are  expressly   identified  for  resolution  in  accordance  with  these
arbitration provisions.


<PAGE>

                                    EXHIBIT D



                                ANGIOSENSE, INC.

                            STOCK PURCHASE AGREEMENT



     THIS  AGREEMENT  ("Agreement")  is made this 21st day of  September,  1999,
between  AngioSense,  Inc., a Delaware  corporation (the "Company") and Bioject,
Inc., an Oregon corporation ("Bioject").

     The parties agree as follows:

     1.  Issuance  of Stock.  Upon (i) the  satisfaction  of certain  conditions
precedent set out in Sections 3 and 4 below,  or (ii) the occurrence of an event
contemplated by Section 5 hereof,  the Company hereby agrees to issue to Bioject
up to an aggregate  maximum of 277,222 shares of the Company's Common Stock (the
"Shares").

     2.  Consideration.  The  Shares  shall be issued in  consideration  for the
rights granted and  performance  rendered under that certain  Exclusive  License
Agreement between the Company and Bioject of even date herewith ("Agreement I").

     3. Issuance of Shares upon Vitajet Milestone Achievement. Upon execution of
this  Agreement  and  Agreement  I, and the  achievement  of all of the  Vitajet
Milestones  (as  such  term is  defined  in  Exhibit  C of  Agreement  I) by the
applicable  Vitajet Milestone Due Dates (as such term is defined in Exhibit C of
Agreement I), the Company shall issue to Bioject 138,611 of the Shares and shall
issue a duly executed certificate evidencing such shares in the name of Bioject.

     4. Issuance of Shares upon B2000 Milestone  Achievement.  Upon execution of
this  Agreement  and  Agreement  I,  and  the  achievement  of all of the  B2000
Milestones  (as  such  term is  defined  in  Exhibit  C of  Agreement  I) by the
applicable  B2000  Milestone  Due Dates (as such term is defined in Exhibit C of
Agreement I), the Company shall issue to Bioject 138,611 of the Shares and shall
issue a duly executed certificate evidencing such shares in the name of Bioject.

     5.  Issuance  of Shares  upon  Change  in  Control.  In the  event of,  and
immediately prior to the closing (the "Closing") of, the merger or consolidation
of the Company with or into another corporation, entity or person or the sale of
all or substantially all of the Company's assets to another corporation,  entity
or person,  the Company shall issue to Bioject (A) the number of the Shares that
would be issuable  pursuant to Section 3 hereof if all  conditions  precedent to
such issuance under Section 3 were satisfied, provided that (x) the Closing date
is no  later  than the  latest  Vitajet  Milestone  Due Date and (y) none of the
Shares issuable  pursuant to Section 3 have been issued pursuant to Section 3 as
of the  Closing  date and (B) the  number of the Shares  that would be  issuable
pursuant to Section 4 hereof if all conditions  precedent to such issuance under
Section 4 were satisfied, provided



                                      -1-
<PAGE>

that (x) the Closing date is no later than the latest B2000  Milestone  Due Date
and (y) none of the  Shares  issuable  pursuant  to  Section 4 have been  issued
pursuant to Section 4 as of the Closing date,  all provided,  however,  that the
Company shall not be obligated to issue any shares pursuant to this Section 5 if
immediately after such merger, consolidation or sale of assets, more than 50% of
the  capital  stock or equity  interests  in such other  corporation,  entity or
person  are owned by  persons  who owned in the  aggregate  more than 50% of the
capital stock of the corporation  immediately before such merger,  consolidation
or sale of assets.

     6. Rights  Agreement.  Bioject  and the  Company  shall enter into a Rights
Agreement,  a form of which is attached hereto as Exhibit A,  concurrently  with
the execution of this Agreement.

     7.  Representations  and Warranties of the Company.  The Company represents
and  warrants  to  Bioject  that as of the  date of this  Agreement,  except  as
otherwise set forth on the Schedule of Exceptions  attached  hereto as Exhibit B
setting forth the exceptions which correspond to the numbered sections contained
in this Section 7.

          7.1. Organization and Standing; Certificate and Bylaws. The Company is
a corporation duly organized,  validly existing,  and in good standing under the
laws of the State of Delaware. The Company has all requisite corporate power and
authority  to own and  operate  its  properties  and  assets and to carry on its
business as presently conducted and as proposed to be conducted.  The Company is
qualified to do business as a foreign  corporation in each jurisdiction in which
such  qualification  is required and where failure to be so qualified  would not
have a material adverse effect on the Company's  business as now conducted or as
proposed to be conducted.

          7.2.  Corporate  Power.  The  Company  has  all  requisite  legal  and
corporate  power to execute and deliver  this  Agreement,  to sell and issue the
Shares hereunder and to carry out and perform its obligations under the terms of
this Agreement.

          7.3.  Capitalization.  The  authorized  capital  stock of the  Company
consists of 20,000,000  shares of Common  Stock,  $0.001 par value and 2,750,000
shares of Preferred  Stock,  750,000 of which are designated  Series A Preferred
Stock with a par value of $0.001 per share and 2,000,000 of which are designated
Series B Preferred  Stock with a par value of $0.001 per share.  The outstanding
capital stock of the Company as of the date of this Agreement is as set forth in
Section 7.3 of the Schedule of Exceptions.  All issued and outstanding shares of
the Company's  capital stock have been duly authorized and validly  issued,  are
fully paid and  nonassessable,  and were issued in  compliance  with  applicable
federal  and state  securities  laws.  Except as set forth in Section 7.3 of the
Schedule of Exceptions,  there are no other outstanding  shares of capital stock
or  outstanding  rights of first  refusal,  preemptive  rights or other  rights,
options,  warrants,  conversion  rights,  or other agreements either directly or
indirectly for the purchase or acquisition from the Company of any shares of its
capital stock.

          7.4.  Subsidiaries.  The Company  has no  subsidiaries  or  affiliated
companies  and does not otherwise own or control,  directly or  indirectly,  any
equity interest in any corporation, association or business entity.



                                      -2-
<PAGE>

          7.5.  Authorization.  All corporate action on the part of the Company,
its  officers,  directors  and  stockholders  necessary  for the  authorization,
execution,  delivery  and  performance  by the  Company of this  Agreement,  the
authorization, issuance, sale and delivery of the Shares, and the performance of
all of the Company's obligations hereunder has been taken or will be taken prior
to the execution of this Agreement.  This Agreement, when executed and delivered
by the Company,  shall constitute a valid and legally binding  obligation of the
Company enforceable in accordance with its respective terms,  subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law  governing  specific  performance,  injunctive  relief or other
equitable remedies. The Shares, when issued in compliance with the provisions of
this Agreement,  will be validly issued,  fully paid and nonassessable,  and the
Shares  will  be free of any  liens  or  encumbrances  created  by the  Company,
provided,  however,  that the Shares may be subject to  restrictions on transfer
under applicable securities laws as set forth herein.

          7.6.  Title  to  Properties  and  Assets.  The  Company  has  good and
marketable  title to its tangible  properties and assets,  and has good title to
all its leasehold interests, in each case subject to no mortgage,  pledge, lien,
lease, loan, encumbrance or charge, except (i) the lien of current taxes not yet
due and payable,  and (ii) possible minor liens and encumbrances which do not in
any case  materially  detract from the value of the property  subject thereto or
materially impair the Company's operations,  and which have not arisen otherwise
than in the ordinary course of business. With respect to property it leases, the
Company is in compliance with such leases in all material respects.

          7.7.  Compliance  with  Other  Instruments.  The  Company  is  not  in
violation of any term of its Certificate of Incorporation or Bylaws. The Company
is not in violation of, or in default in any material  respect under,  the terms
of any mortgage, indenture, contract, agreement,  instrument, judgment or decree
applicable to it or to which it is a party,  the violation of which would have a
material  adverse  effect on the  Company as a whole,  and the Company is not in
violation of any order,  statute,  rule or regulation applicable to the Company,
the violation of which would have a material adverse effect on the Company.

          7.8.  Litigation.  There is no  action,  proceeding  or  investigation
pending,  or to  Company's  knowledge  threatened,  against  the  Company or its
officers,  directors or stockholders,  or, to the Company's  knowledge,  against
employees or consultants of the Company which might result,  either individually
or in the aggregate, in any material adverse change in the business,  prospects,
conditions,  affairs or operations of the Company. The Company is not a party to
or subject to the provisions of any order, writ, injunction,  judgment or decree
of any court or government agency or instrumentality.  There is no action, suit,
proceeding  or  investigation  by the  Company  currently  pending  or which the
Company currently intends to initiate.

          7.9. Governmental  Consents. No consent,  approval or authorization of
or  designation,  declaration or filing with any  governmental  authority on the
part of the Company is  required  in  connection  with the valid  execution  and
delivery of this Agreement,  or the offer, sale or issuance of the Shares except
qualification  (or taking such action as may be necessary to secure an exemption
from  qualification,  if  available)  of the offer and sale of the Shares  under
applicable Blue Sky laws, which filings and qualifications, if required, will be
accomplished in a timely manner.



                                      -3-
<PAGE>

          7.10. Brokers or Finders.  The Company has not incurred,  and will not
incur,  directly or indirectly,  as a result of any action taken by or on behalf
of the  Company,  any  liability  for  brokerage  or  finders'  fees or  agents'
commissions or any similar charges in connection with this Agreement.

          7.11.  Financial  Statements.  The Company has furnished  Bioject with
copies of all financial  statements of the Company available to the Company, and
the current version of the Company's business plan, as of June 21, 1999.

     8. Investment Representations; Restriction on Transfer.

          (a) In connection with the purchase of the Shares,  Bioject represents
to the Company the following:

          (i) Bioject is aware of the Company's  business  affairs and financial
condition and has acquired sufficient  information about the Company to reach an
informed  and  knowledgeable  decision  to acquire  the  securities.  Bioject is
purchasing these securities for investment for its own account only and not with
a view to, or for resale in connection with, any  "distribution"  thereof within
the meaning of the Securities Act of 1933 (the "Securities Act").

          (ii)  Bioject is an  Accredited  Investor,  as that term is defined in
Regulation D of the Securities Act.

          (iii) Bioject understands that the securities have not been registered
under the  Securities  Act by reason of a specific  exemption  therefrom,  which
exemption  depends upon,  among other things,  the bona fide nature of Bioject's
investment intent as expressed herein. In this connection,  Bioject  understands
that, in view of the  Securities  and Exchange  Commission  ("Commission"),  the
statutory   basis  for  such   exemption   may  not  be  present  if   Bioject's
representations  meant that its present  intention was to hold these  securities
for a minimum capital gains period under the tax statutes,  for a deferred sale,
for a market rise,  for a sale if the market does not rise, or for a year or any
other fixed period in the future.

          (iv) Bioject further  acknowledges and understands that the securities
must be held  indefinitely  unless they are  subsequently  registered  under the
Securities  Act or an exemption  from such  registration  is available.  Bioject
further  acknowledges and understands that the Company is under no obligation to
register the securities. Bioject understands that the certificate evidencing the
securities  will be imprinted with a legend which  prohibits the transfer of the
securities  unless they are registered or such  registration  is not required in
the opinion of counsel for the Company.

          (v) Bioject is aware of the  adoption  of Rule 144 by the  Commission,
promulgated  under the Securities  Act,  which permits  limited public resale of
securities  acquired in a non-public  offering  subject to the  satisfaction  of
certain conditions.

          (vi)  Bioject  further  acknowledges  that  in  the  event  all of the
requirements of Rule 144 are not met, compliance with Regulation A or some other
registration  exemption  will be  required,  and that  although  Rule 144 is not
exclusive,  the staff of the  Commission  has expressed its opinion that persons
proposing  to sell  private  placement  securities  other  than in a  registered
offering and other than pursuant to Rule 144 will have a  substantial  burden of
proof in establishing that an



                                      -4-
<PAGE>

exemption from  registration is available for such offers or sales and that such
persons and the brokers who  participate in the  transactions do so at their own
risk.

     (b) Bioject agrees, provided that the officers and directors of the Company
agree to be bound by terms  substantially  identical to those  contained in this
subsection 8(b), in connection with the Company's initial public offering of the
Company's  securities,  upon request of the Company or the underwriters managing
any underwritten offering of the Company's Securities, (i) not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise  dispose
of any shares of Common Stock of the Company  held by Bioject  (other than those
shares  included in the  registration)  without the prior written consent of the
Company or such  underwriters,  as the case may be, for such period of time (not
to exceed  one  hundred  eighty  (180)  days)  from the  effective  date of such
registration as may be requested by the  underwriters and (ii) further agrees to
execute  any  agreement  reflecting  (i)  above  as  may  be  requested  by  the
underwriters at the time of the public offering.

     9. Legends.  The share  certificate  evidencing the Shares issued hereunder
shall be endorsed with the following legends:

          (a) THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933. SUCH
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS
THE  TRANSFER  IS IN  ACCORDANCE  WITH RULE 144 OR  SIMILAR  RULE OR UNLESS  THE
COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY  ACCEPTABLE TO IT STATING THAT
SUCH SALE OR TRANSFER IS EXEMPT FROM THE  REGISTRATION  AND PROSPECTUS  DELIVERY
REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE
SHARES AND  RESTRICTING  THEIR  TRANSFER  MAY BE  OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

          (b)  Any  legend  required  to be  placed  thereon  by the  California
Commissioner of Corporations or any other applicable state securities laws.

     10.  Adjustment for Stock Split. All references to the number of Shares and
the  purchase  price of the  Shares  in this  Agreement  shall be  appropriately
adjusted  to reflect any stock  split,  stock  dividend  or other  change in the
Shares which may be made by the Company after the date of this Agreement.

     11. General Provisions.

          (a) This Agreement shall be governed by the internal laws of the State
of  California.  This  Agreement  represents  the entire  agreement  between the
parties with  respect to the purchase of Common Stock by Bioject and  supersedes
any prior agreement written or oral with respect to the purchase of Common Stock
by Bioject and satisfies all of the Company's obligations to Bioject with regard
to the issuance or sale of  securities.  This  Agreement may only be modified or
amended in writing signed by both parties.





                                      -5-
<PAGE>

          (b) Any notice, demand or request required or permitted to be given by
either the Company or Bioject  pursuant to the terms of this Agreement  shall be
in writing and shall be deemed given when  delivered  personally or deposited in
the U.S. mail, First Class with postage prepaid, and addressed to the parties at
the  addresses  of the  parties set forth at the end of this  Agreement  or such
other address as a party may request by notifying the other in writing.

          (c) The rights and benefits of the Company under this Agreement  shall
be  transferable  to any one or more persons or entities,  and all covenants and
agreements  hereunder  shall inure to the benefit of, and be  enforceable by the
Company's  successors and assigns.  The rights and  obligations of Bioject under
this  Agreement  may only be  assigned  with the prior  written  consent  of the
Company.

          (d) Either  party's  failure to enforce any provision or provisions of
this  Agreement  shall  not in any way be  construed  as a  waiver  of any  such
provision or provisions,  nor prevent that party  thereafter from enforcing each
and every other  provision of this  Agreement.  The rights  granted both parties
herein are  cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.

          (e) Bioject  agrees upon  request to execute any further  documents or
instruments  necessary  or desirable to carry out the purposes or intent of this
Agreement.

          (f)  Bioject  understands  that it  (and  not the  Company)  shall  be
responsible for its own federal,  state,  local or foreign tax liability and any
of its other  tax  consequences  that may arise as a result of the  transactions
contemplated by this Agreement.  Bioject shall rely solely on the determinations
of its tax  advisors or its own  determinations,  and not on any  statements  or
representations by the Company or any of its agents, with regard to all such tax
matters.

          (g) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall  constitute
one and the same instrument.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









                                      -6-
<PAGE>


IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of the day
and year first set forth above.



ANGIOSENSE, INC.                       BIOJECT, INC.
a Delaware corporation                 an Oregon corporation

By: -------------------------------   By: -------------------------------

Title: ----------------------------   Title: -------------------------------


-----------------------------------   -----------------------------------
(Address)                             (Address)

-----------------------------------   -----------------------------------




<PAGE>


                                    EXHIBIT A

                                RIGHTS AGREEMENT



     This Rights  Agreement  ("Agreement") is entered into as of September 21st,
1999 by and between AngioSense, Inc., a Delaware corporation (the "Company") and
Bioject, Inc., an Oregon corporation ("Bioject").

     WHEREAS, Bioject and the Company are entering into (i) an Exclusive License
Agreement  (referred to as "Agreement  I") and,  (ii) a  Development  and Supply
Agreement  (referred to as "Agreement  II"),  both of even date  herewith  (such
agreements together, the "IP Agreements");

     WHEREAS, Bioject and the Company are entering into a total of two (2) stock
purchase agreements of even date with this Agreement (the "Purchase Agreements")
in connection with and concurrently with the execution of the IP Agreements; and

     WHEREAS, to induce Bioject to enter into the IP Agreements and the Purchase
Agreements,  the Company and Bioject have agreed to enter into this Agreement to
provide for certain rights, privileges and preferences in favor of Bioject.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
promises  and  covenants  contained  herein,  the parties  agree as follows:

     1. Certain  Definitions.  All terms not otherwise defined in this Agreement
shall have the meaning defined in the Stock Purchase Agreements. As used in this
Agreement, the following terms shall have the following respective meanings:

          1.1 "Commission" shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

          1.2 "Holder"  shall mean Bioject and any person holding Shares to whom
the rights under this Agreement have been transferred in accordance with Section
3.7 hereof.

          1.3 "Registrable  Securities" means Common Stock of the Company issued
pursuant to the Purchase  Agreements  or other  securities  convertible  into or
exercisable   for  Common   Stock  upon  any  stock   split,   stock   dividend,
recapitalization,  or similar event,  provided,  however,  that shares of Common
Stock or other  securities  shall only be treated as Registrable  Securities for
the purposes of this  Agreement (A) if and so long as they have not been sold to
or  through  a broker or dealer or  underwriter  in a public  distribution  or a
public  securities  transaction,  or (B) prior to the date such  securities have
been sold or are all available  for immediate  sale in the opinion of counsel to
the Company in a transaction exempt from the prospectus delivery requirements of
the  Securities Act so that all transfer  restrictions  and legends with respect
thereto are removed upon the consummation of such sale. 1.4

<PAGE>

          1.4 The terms "register,"  "registered" and "registration"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

          1.5  "Registration  Expenses"  shall  mean  all  expenses,  except  as
otherwise  stated below,  incurred by the Company in complying  with Section 3.1
hereof,  including,  without  limitation,  all  registration,  qualification and
filing fees,  printing expenses,  escrow fees, fees and disbursements of counsel
for the Company,  blue sky fees and expenses,  the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular  employees  of the  Company  which  shall be paid in any event by the
Company).

          1.6 "Restricted  Securities"  shall mean the securities of the Company
required to bear the legend set forth in Section 2.2 hereof.

          1.7  "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
amended,  or any similar  federal  statute and the rules and  regulations of the
Commission thereunder, all as the same shall be in effect at the time.

          1.8 "Selling Expenses" shall mean all underwriting discounts,  selling
commissions  and  stock  transfer  taxes  and costs of  special  counsel  to the
Holders,  if any,  applicable to the  securities  registered by the Holders.

     2. Transferability.

          2.1  Restrictions  on  Transferability.  The Shares shall not be sold,
assigned,  transferred or pledged  except upon the conditions  specified in this
Section  2,  which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities  Act.  Bioject will cause any proposed  purchaser,
assignee,  transferee, or pledgee of the Shares held by Bioject to agree to take
and hold such  securities  subject  to the  provisions  and upon the  conditions
specified in this Section 2.

          2.2 Restrictive Legend.  Each certificate  representing (i) the Shares
and (ii) any other  securities  issued in respect  of the Shares  upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall  (unless  otherwise  permitted by the  provisions of Section 2.3 below) be
stamped or otherwise  imprinted with a legend in the following form (in addition
to any legend required under applicable state securities laws):

     THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933. SUCH
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS
THE  TRANSFER  IS IN  ACCORDANCE  WITH RULE 144 OR  SIMILAR  RULE OR UNLESS  THE
COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY  ACCEPTABLE TO IT STATING THAT
SUCH SALE OR TRANSFER IS EXEMPT FROM THE  REGISTRATION  AND PROSPECTUS  DELIVERY
REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE
SHARES AND  RESTRICTING  THEIR  TRANSFER  MAY BE  OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO




                                      -2-
<PAGE>

THE  SECRETARY OF THE  CORPORATION  AT THE  PRINCIPAL  EXECUTIVE  OFFICES OF THE
CORPORATION.

     Bioject consents to the Company making a notation on its records and giving
instructions  to any  transfer  agent of the  Shares in order to  implement  the
restrictions  on transfer  established in this Section 2.

          2.3  Notice of  Proposed  Transfers.  The  holder of each  certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the  provisions of this Section 2.3.  Prior to any proposed  sale,
assignment,  transfer or pledge of any Restricted  Securities  (other than (i) a
transfer not involving a change in beneficial  ownership,  or (ii) a transfer to
an affiliated  fund,  partnership  or company,  which is not a competitor of the
Company,  subject  to  compliance  with  applicable  securities  laws,  or (iii)
transfers in compliance  with Rule 144, so long as the Company is furnished with
satisfactory evidence of compliance with such Rule), unless there is in effect a
registration  statement under the Securities Act covering the proposed transfer,
the holder  thereof  shall give written  notice to the Company of such  holder's
intention to effect such transfer,  sale, assignment or pledge. Each such notice
shall  describe the manner and  circumstances  of the proposed  transfer,  sale,
assignment or pledge in sufficient  detail,  and shall be  accompanied,  at such
holder's  expense by either (i) an unqualified  written opinion of legal counsel
who shall,  and whose legal opinion  shall,  be reasonably  satisfactory  to the
Company, which opinion shall be addressed to the Company and which opinion shall
be to the effect that the proposed transfer of the Restricted  Securities may be
effected  without  registration  under the Securities Act, or (ii) a "no action"
letter from the  Commission  to the effect that the transfer of such  securities
without  registration  will not result in a  recommendation  by the staff of the
Commission  that action be taken with respect  thereto,  whereupon the holder of
such  Restricted  Securities  shall be  entitled  to  transfer  such  Restricted
Securities in accordance with the terms of the notice delivered by the holder to
the Company. Each certificate  evidencing the Restricted Securities  transferred
as above provided  shall bear,  except if such transfer is made pursuant to Rule
144, the appropriate  restrictive legend set forth in Section 2.2 above,  except
that such certificate  shall not bear such restrictive  legend if in the opinion
of counsel for such  holder and in the  reasonable  opinion of the Company  such
legend is not required in order to establish  compliance  with any  provision of
the Securities Act.

          2.4 Removal of  Restrictions  on Transfer  of  Securities.  Any legend
referred to in Section 2.2 hereof  stamped on a certificate  evidencing  (i) the
Shares, (ii) any other securities issued in respect of the Shares upon any stock
split, stock dividend, recapitalization,  merger, consolidation or similar event
and the stock transfer  instructions  and record  notations with respect to such
security shall be removed and the Company shall issue a certificate without such
legend to the holder of such security if such  security is registered  under the
Securities  Act,  or if such  holder  provides  the  Company  with an opinion of
counsel  (which may be counsel for the  Company)  reasonably  acceptable  to the
Company to the effect that a public sale or  transfer  of such  security  may be
made without registration under the Securities Act or (iii) such holder provides
the Company with reasonable assurances, which may, at the option of the Company,
include an opinion of counsel  satisfactory  to the Company,  that such security
can be sold pursuant to Section (k) of Rule 144 under the Securities Act.




                                      -3-
<PAGE>





     3. Registration Rights.

          3.1 Company Registration.

               (a) Notice of  Registration.  If at any time or from time to time
the Company shall  determine to register any of its  securities,  either for its
own  account or the account of a security  holder or  holders,  other than (i) a
registration  relating  solely to employee  benefit  plans,  (ii) a registration
relating  solely to a Commission  Rule 145  transaction  or (iii) a registration
relating to the initial underwritten public offering of the Company's securities
pursuant to a registration statement filed under the Securities Act:

                    (i) promptly give to each Holder written notice thereof; and

                    (ii)   include  in  such   registration   (and  any  related
qualification under blue sky laws or other compliance),  and in any underwriting
involved therein, all the Registrable  Securities specified in a written request
or requests,  made within 10 days after receipt of such written  notice from the
Company, by any Holder.


               (b) Underwriting.  If the registration of which the Company gives
notice is for a  registered  public  offering  involving  an  underwriting,  the
Company  shall so advise  the  Holders  as a part of the  written  notice  given
pursuant  to  Section  3.1(a)(i).  In such  event  the  right of any  Holder  to
registration  pursuant  to this  Section  3.1  shall be  conditioned  upon  such
Holder's  participation  in such  underwriting  and the inclusion of Registrable
Securities  in the  underwriting  to the extent  provided  herein.  All  Holders
proposing  to  distribute  their  securities  through  such  underwriting  shall
(together  with the Company) enter into an  underwriting  agreement in customary
form  with  the  managing  underwriter  selected  for such  underwriting  by the
Company.  Notwithstanding  any  other  provision  of this  Section  3.1,  if the
managing  underwriter  determines that marketing factors require a limitation of
the number of shares to be underwritten,  the managing underwriter may limit the
Registrable  Securities  and other  securities  to be  distributed  through such
underwriting to (i) in the case of the first underwritten public offering of the
securities of the Company,  any amount or no amount, as the managing underwriter
may determine,  or (ii) in the case of any registration  subsequent to the first
underwritten  public offering of the securities of the Company, to not less than
thirty three percent (33%) of the total securities  covered by the registration.
The Company shall so advise all Holders  distributing  their securities  through
such  underwriting  of such  limitation  and the number of shares of Registrable
Securities that may be included in the registration  and  underwriting  shall be
allocated  among all Holders in  proportion,  as nearly as  practicable,  to the
respective amounts of Registrable Securities held by such Holders at the time of
filing the  registration  statement.  To facilitate  the allocation of shares in
accordance with the above provisions, the Company may round the number of shares
allocated  to any Holder or holder to the nearest  100 shares.  If any Holder or
holder disapproves of the terms of any such underwriting,  such Holder or holder
may  elect to  withdraw  therefrom  by  written  notice to the  Company  and the
managing   underwriter.   Any   securities   excluded  or  withdrawn  from  such
underwriting  shall be  withdrawn  from  such  registration,  and  shall  not be
transferred in a public  distribution  prior to 90 days after the effective date
of the registration  statement relating thereto, or such other shorter period of
time as the underwriters may require.



                                      -4-
<PAGE>

               (c) Right to Terminate  Registration.  The Company shall have the
right to  terminate  or withdraw  any  registration  initiated  by it under this
Section 3.1 prior to the effectiveness of such  registration  whether or not any
Holder has elected to include securities in such registration.  The Registration
Expenses  of such  withdrawn  registration  shall  be borne  by the  Company  in
accordance with Section 3.2 hereof.

          3.2 Expenses of Registration.  All Registration  Expenses  incurred in
connection  with  registrations  pursuant  to Section  3.1 shall be borne by the
Company. All Selling Expenses relating to securities registered on behalf of the
Holders  shall  be  borne  by  the  holders  of  securities   included  in  such
registration  pro rata with the Company and among each other on the basis of the
number of shares so registered.

          3.3  Registration  Procedures.  In  the  case  of  each  registration,
qualification or compliance  effected by the Company pursuant to this Section 3,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof. At its expense the Company will:

               (a) Prepare and file with the Commission a registration statement
with  respect  to such  securities  and use  its  best  efforts  to  cause  such
registration  statement to become and remain effective for the lesser of (i) one
hundred   eighty  (180)  days  and  (ii)  the  time  required  to  complete  the
distribution described in the registration statement;

               (b)  Prepare and file with the  Commission  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement.

               (c) Furnish to the Holders participating in such registration and
to the underwriters of the securities being registered such reasonable number of
copies of the registration statement,  preliminary prospectus,  final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities.

               (d) Furnish, at the request of any Holder requesting registration
of Registrable  Securities  that are delivered to the  underwriters  for sale in
connection  with a  registration  pursuant to this  Section 3.3, (i) an opinion,
dated such date,  of the counsel  representing  the Company for the  purposes of
such registration, in form and substance as is customarily given to underwriters
in an underwritten public offering,  addressed to the underwriters,  if any, and
to the Holders  requesting  registration  of  Registrable  Securities and (ii) a
letter dated such date, from the independent accountants of the Company, in form
and substance as is customarily given by independent accountants to underwriters
in an underwritten public offering,  addressed to the underwriters,  if any, and
to the Holders requesting registration of Registrable Securities.

          3.4 Indemnification.

               (a) The Company will indemnify each Holder, each of its officers,
directors,  partners and legal counsel,  and each person controlling such Holder
within the meaning of




                                      -5-
<PAGE>

Section  15  of  the  Securities  Act,  with  respect  to  which   registration,
qualification  or compliance  has been effected  pursuant to this Section 3, and
each  underwriter,  if any, and each person who controls any underwriter  within
the meaning of Section 15 of the Securities Act,  against all expenses,  claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration  statement,  prospectus,  offering
circular or other document, or any amendment or supplement thereto,  incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements  therein,  in light of the  circumstances in
which they were made,  not  misleading,  or any  violation by the Company of the
Securities  Act or any rule or regulation  promulgated  under the Securities Act
applicable   to  the  Company  in   connection   with  any  such   registration,
qualification  or  compliance,  and the Company will reimburse each such Holder,
each of its  officers,  directors,  partners,  and legal counsel and each person
controlling such Holder,  each such underwriter and each person who controls any
such underwriter,  for any legal and any other expenses  reasonably  incurred in
connection  with  investigating,  preparing or defending  any such claim,  loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage,  liability or expense
arises out of or is based on any untrue  statement or omission or alleged untrue
statement  or omission,  made in reliance  upon and in  conformity  with written
information  furnished  to the Company by an  instrument  duly  executed by such
Holder,  controlling person or underwriter and stated to be specifically for use
therein.

               (b) Each Holder  will,  if  Registrable  Securities  held by such
Holder  are  included  in  the   securities  as  to  which  such   registration,
qualification  or compliance is being effected,  indemnify the Company,  each of
its directors,  officers,  and legal counsel,  each underwriter,  if any, of the
Company's securities covered by such a registration  statement,  each person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other Holder, each of its officers, directors, partners
and legal counsel and each person  controlling such Holder within the meaning of
Section 15 of the  Securities  Act,  against  all  claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  such  registration  statement,   prospectus,  offering  circular  or  other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and will  reimburse  the Company,  such  Holders,  such  directors,
officers,  persons,  underwriters  or control persons for any legal or any other
expenses  reasonably  incurred in connection with investigating or defending any
such claim, loss,  damage,  liability or action, in each case to the extent, but
only to the extent,  that such untrue statement (or alleged untrue statement) or
omission  (or  alleged  omission)  is  made  in  such  registration   statement,
prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
conformity  with written  information  furnished to the Company by an instrument
duly  executed by such  Holder and stated to be  specifically  for use  therein.
Notwithstanding  the  foregoing,   the  liability  of  each  Holder  under  this
subsection  (b) shall be limited in an amount equal to the proceeds to each such
Holder of  Registrable  Securities  sold as  contemplated  herein,  unless  such
liability  resulted from willful misconduct by such Holder. A Holder will not be
required to enter into any  agreement  or  undertaking  in  connection  with any
registration under this Section 3 providing for





                                      -6-
<PAGE>

any  indemnification or contribution on the part of such Holder greater than the
Holder's  obligations  under this  Section  3.4(b).

               (c) Each party entitled to indemnification under this Section 3.4
(the  "Indemnified  Party")  shall give notice to the party  required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval shall not  unreasonably  be
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its  obligations  under this Section 3 unless the failure to give such notice is
materially  prejudicial to an Indemnifying Party's ability to defend such action
and provided further,  that the Indemnifying  Party shall not assume the defense
for  matters  as to which  there is a  conflict  of  interest  or  separate  and
different defenses but shall bear the expense of such defense  nevertheless.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation.

          3.5  Information  by Holder.  The  Holder or  Holders  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution  proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 3.

          3.6 Rule 144 Reporting.  With a view to making  available the benefits
of certain rules and regulations of the Commission  which may at any time permit
the sale of the Restricted Securities to the public without registration,  after
such time as a public  market  exists for the Common Stock of the  Company,  the
Company agrees to use its best efforts to:

               (a) Make and keep public  information  available,  as those terms
are understood  and defined in Rule 144 under the  Securities  Act, at all times
after the  effective  date that the  Company  becomes  subject to the  reporting
requirements  of the Securities  Act or the Securities  Exchange Act of 1934, as
amended.

               (b) Use its best efforts to file with the  Commission in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Securities  Exchange Act of 1934, as amended (at any time
after it has become subject to such reporting requirements);

               (c) So long as a  Purchaser  owns any  Restricted  Securities  to
furnish to the  Purchaser  forthwith  upon  request a written  statement  by the
Company as to its compliance  with the reporting  requirements  of said Rule 144
(at any time after 90 days after the  effective  date of the first  registration
statement  filed by the Company for an offering of its securities to the general
public),




                                      -7-
<PAGE>


and of the Securities  Act and the Securities  Exchange Act of 1934 (at any time
after it has become subject to such reporting requirements),  a copy of the most
recent  annual or quarterly  report of the Company,  and such other  reports and
documents  of  the  Company  and  other  information  in  the  possession  of or
reasonably  obtainable by the Company as a Purchaser may  reasonably  request in
availing itself of any rule or regulation of the Commission allowing a Purchaser
to sell any such securities without  registration.

          3.7 Transfer of Registration  Rights.  The rights to cause the Company
to register  securities  granted  Holders under Section 3.1 may be assigned to a
transferee  or  assignee  in  connection  with any  transfer  or  assignment  of
Registrable  Securities  by  a  Holder  of  not  less  than  138,611  shares  of
Registrable  Securities,  or to any  transferee or assignee who is a constituent
partner of a Holder or the estate of such  constituent  partner,  provided  that
such transfer may otherwise be effected in accordance with applicable securities
laws.

          3.8 Standoff Agreement. Each Holder agrees, provided that the officers
and directors of the Company agree to be bound by terms substantially  identical
to those contained in this Section 3.8, in connection with the Company's initial
public offering of the Company's securities,  upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities, (i)
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any Registrable Securities (other than those included in
the  registration)  without  the prior  written  consent of the  Company or such
underwriters,  as the case may be,  for such  period of time (not to exceed  one
hundred eighty (180) days) from the effective date of such  registration  as may
be  requested  by the  underwriters  and (ii)  further  agrees  to  execute  any
agreement  reflecting (i) above as may be requested by the  underwriters  at the
time of the public offering.

          3.9 Termination of Registration  Rights. The rights granted under this
Section 3 shall  terminate on the third  anniversary of the  consummation of the
initial  underwritten public offering of the Company's  securities pursuant to a
registration statement filed under the Securities Act.

     4. Bioject's Right of First Refusal.

          4.1  Right  of First  Refusal  Upon  Issuances  of  Securities  by the
Company.

               (a) The  Company  hereby  grants,  on the terms set forth in this
Section  4.1, to Bioject the right of first  refusal to purchase all or any part
of Bioject's pro rata share of the New Securities (as defined in Section 4.1(b))
which the Company may, from time to time, propose to sell and issue. Bioject may
purchase  said New  Securities  on the same terms and at the same price at which
the Company  proposes to sell the New Securities.  The pro rata share of Bioject
("Bioject's  Pro Rata Share"),  for purposes of this right of first refusal,  is
(except as set forth in paragraph 4.1(e) below) the ratio of the total number of
shares of Common Stock held by Bioject,  to the total number of shares of Common
Stock  outstanding  immediately  prior  to the  issuance  of the New  Securities
(including  any  shares of Common  Stock into  which any  outstanding  shares of
Preferred Stock are convertible).



                                      -8-
<PAGE>

               (b) "New Securities" shall mean any capital stock of the Company,
whether now  authorized or not, and any rights,  options or warrants to purchase
said capital  stock,  and  securities  of any type  whatsoever  that are, or may
become, convertible into said capital stock; provided that "New Securities" does
not include (i) currently outstanding securities,  (ii) securities issuable upon
conversion or exercise of or with respect to outstanding  options or convertible
securities,  (iii) securities offered pursuant to a registration statement filed
under the Securities Act, (iv) securities  issued pursuant to the acquisition of
another  corporation by the Company by merger,  purchase of substantially all of
the  assets or other  reorganization,  (v) all  shares of Common  Stock or other
securities  hereafter  issued or issuable  to  officers,  directors,  employees,
scientific  advisors or consultants  of the Company  pursuant to any employee or
consultant stock offering,  plan, arrangement or agreement approved by the Board
of Directors of the Company, (vi) all shares of Common Stock or other securities
hereafter  approved for issuance by the Company's  board of directors and issued
at fair market  value (as  determined  in good faith by the  Company's  board of
directors) in connection with or as  consideration  for acquisition or licensing
of technology, (vii) all shares of Common Stock or other securities approved for
issuance by the Company's board of directors and issued at fair market value (as
determined in good faith by the Company's board of directors) in connection with
equipment leasing or equipment  financing  arrangements,  (viii) up to 2,000,000
shares of Series B Preferred  Stock which may be issued from time to time by the
Company.

               (c) In the event the Company proposes to undertake an issuance of
New  Securities,  it shall give to Bioject  written notice (the "Notice") of its
intention,  describing  the type of New  Securities,  the price,  the terms upon
which the Company  proposes to issue the same,  and a statement as to the number
of days from receipt of such Notice  within  which  Bioject must respond to such
Notice.  Bioject  shall  have  thirty  (30) days from the date of receipt of the
Notice to purchase any or all of Bioject's Pro Rata Share of the New  Securities
for the price  and upon the  terms  specified  in the  Notice by giving  written
notice to the Company and stating  therein the quantity of New  Securities to be
purchased  and  forwarding  payment  for such New  Securities  to the Company if
immediate  payment  is  required  by such  terms,  or in any event no later than
thirty (30) days after the date of receipt of the Notice.

               (d) In the event  Bioject  fails to exercise in full the right of
first refusal within said thirty (30) day period,  the Company shall have ninety
(90) days  thereafter to sell or enter into an agreement  (pursuant to which the
sale of New Securities covered thereby shall be closed, if at all, within thirty
(30)  days  from  date of said  agreement)  to sell the New  Securities  and any
portion of Bioject's Pro Rata Share of New Securities respecting which Bioject's
rights were not  exercised,  at a price and upon general terms no more favorable
to the investors  thereof than specified in the Notice. In the event the Company
has not sold the New Securities  within said ninety (90) day period (or sold and
issued New Securities in accordance  with the foregoing  within thirty (30) days
from the date of said agreement), the Company shall not thereafter issue or sell
any New  Securities  without first  offering  such  securities to Bioject in the
manner provided above.

               (e) The right of first  refusal  granted  under this  Section 4.1
shall expire upon:



                                      -9-
<PAGE>

                    (i) The date upon which a  registration  statement  filed by
the Company under the Securities Act (other than a registration of securities in
a Rule  145  transaction  or  with  respect  to an  employee  benefit  plan)  in
connection with an underwritten  public offering of its securities first becomes
effective and the securities registered thereunder are sold.

                    (ii) The date on which  Bioject no longer holds a minimum of
138,611 Shares.

               (f) The right of first refusal  granted under this Section 4.1 is
not assignable with respect to blocks of less than 138,611 shares.

     5. General Provisions.

          5.1  Amendment and Waiver.  Any term of this  Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  only
with the  written  consent of the  Company  and the holders of a majority of the
Shares.  Any amendment or waiver  effected in  accordance  with this Section 5.1
shall be binding  upon each holder of any Shares at the time  outstanding,  each
future holder of all such securities and the Company.

          5.2 Governing Law. This  Agreement  shall be governed by and construed
under the laws of the State of California.

          5.3 Successors and Assigns.  Except as otherwise  expressly  provided,
the provisions of this  Agreement  shall inure to the benefit of, and be binding
upon, the successors,  assigns,  heirs,  executors,  and  administrators  of the
parties.

          5.4  Severability.  In case any provision of this Agreement becomes or
is declared  by a court of  competent  jurisdiction  to be  unenforceable,  this
Agreement  shall  continue  in full force and  effect  without  said  provision;
provided, however, that no such severability shall be effective if it materially
changes the economic benefit of this Agreement to any party.

          5.5  Notices.  All  notices  and  other  communications   required  or
permitted  hereunder shall be in writing and shall be deemed  effectively  given
upon personal  delivery or upon deposit with the United  States Post Office,  by
first class mail, postage prepaid,  addressed: (a) if to Bioject, at its current
address or at such other address as Bioject shall have  furnished to the Company
in writing,  or (b) if to the Company,  at its current  address or at such other
address as the Company shall have furnished to Bioject in writing.

          5.6  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which is an  original,  and all of which  together  shall
constitute one instrument.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -10-
<PAGE>


         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
first above written.


ANGIOSENSE, INC.                       BIOJECT, INC.
a Delaware corporation                 an Oregon corporation

By: -------------------------------   By: -------------------------------

Title: ----------------------------   Title: -------------------------------


-----------------------------------   -----------------------------------
(Address)                             (Address)

-----------------------------------   -----------------------------------

<PAGE>


                                   EXHIBIT B

                             SCHEDULE OF EXCEPTIONS



     This Schedule of Exceptions is made and given  pursuant to Section 7 of the
AngioSense,  Inc. Stock  Purchase  Agreement  dated  September  21st,  1999 (the
"Agreement")  by and  between  AngioSense,  Inc.,  a Delaware  corporation  (the
"Company") and Bioject, Inc., an Oregon corporation  ("Bioject").  The paragraph
numbers in this  Schedule of Exceptions  correspond to the paragraph  numbers in
the Agreement which are modified by the disclosures  made herein;  however,  any
information  disclosed  herein under any paragraph  number shall be deemed to be
disclosed and  incorporated  into any other paragraph number under the Agreement
where such  disclosure  would be  appropriate.  Any terms used herein  which are
defined in the  Agreement  shall have the meanings  described  in the  Agreement
unless the context otherwise requires.

     7.3 Capitalization.

     As of the date of and immediately  prior to the execution of the Agreement,
the number of authorized and outstanding  shares of each class and series of the
Company's capital stock is as follows:

                                              Authorized             Outstanding
                                              ----------             -----------
     Common Stock                             20,000,000             2,990,000

     Series A Preferred Stock                    750,000               750,000

     Series B Preferred Stock                  2,000,000               107,500

     The Company has adopted a 1999 Stock Plan (the  "Plan") and has reserved an
aggregate of 1,000,000 shares of its Common Stock for issuance under the Plan to
employees,  directors  and  consultants.  No options or other rights to purchase
shares under the Plan are currently  outstanding  and all  1,000,000  shares are
available for grant under the Plan.