*****Section
        4 of this Amendment has been omitted pursuant to a request for confidential
        treatment and has been filed separately with the U.S. Securities and Exchange
        Commission.**
 
 **Amendment
        #2**
 **To**
 **License
        Agreement 2003-03-0433**
 
 This
        amendment #2 ("Amendment #2") is made by and between Ocusense, Inc., a Delaware
        corporation, having an address at 1820 Holmby Avenue, #4 Los Angeles, CA
        90025
        ("LICENSEE") and The Regents of The University of California, a California
        corporation having its statewide administrative offices at 1111 **** Franklin
        Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its
        San
        Diego campus having an address at University of California, San Diego,
        Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500
        Gilman Drive, La Jolla, California 92093-0910 ("UCSD").
 
 This
        Amendment #2 is effective on the date of the last signature ("Effective
        Date").
 
 **RECITALS**
 
 **WHEREAS,** LICENSEE
        and UNIVERSITY previously entered into License Agreement #2003-03-0433
        ("License") as of March 12, 2003 for the commercial development of UCSD
        invention disclosure SD2002- 180 titled, "Volume Independent Tear Film
        Osmometer" ("Invention"), and have previously entered into Amendment No.1
        to the
        License Agreement effective June 9, 2003;
 
 **WHEREAS,** LICENSEE
        attests that as of the Effective Date no sublicenses to License have been
        granted;
 
 **WHEREAS,** LICENSEE
        attests that the first Licensed Product under License which LICENSEE brings
        to
        market will require Food and Drug Administration (FDA) approval;
 
 **WHEREAS,** LICENSEE
        has made successful progress to date in developing Invention for commercial
        use;
 
 **WHEREAS,** in
        its
        efforts to develop market opportunities for the Invention, LICENSEE has
        requested certain revisions and/or clarifications to the License so as to
        facilitate LICENSEE's establishment of meaningful distribution channels and
        strategic partnerships, furthering the likelihood of realizing broad commercial
        markets for Invention;
 
 **WHEREAS,** UNIVERSITY
        is desirous that LICENSEE achieve the broadest possible commercial success
        with
        Invention and therefore UNIVERSITY is amenable to clarifying the terms of
        LICENSEE's agreement via the following amendments to License.
 
 Therefore,
        it is hereby agreed that:
 
 1.
        Paragraph 1.2(a) is amended to read, "use and products for the diagnosis
        of Dry
        Eye Syndrome"
 
 2.
        Paragraph 1.9 is amended by addition of the following sentence:
 "Contract
        manufacturers, contract research organizations, contract sales organizations
        and
        distributors selling on LICENSEE's behalf shall not be considered Sublicensees
        for purposes of this Agreement and their sales shall be treated as LICENSEE's
        sales. Distributors selling Licensed Products purchased from LICENSEE (or
        its
        Affiliate) that have exclusive distribution rights for a given territory
        shall
        be "Sublicensees" for purposes of determining "sublicense fees" to be shared
        pursuant to Section 3.1(c); but royalties with respect to such distributors
        shall be paid pursuant to Section 3.1 (b) based on the sales to such
        distributors by LICENSEE (or its Affiliate), and not based on sales by such
        distributors to subsequent purchasers."
 
 3.
        Change
        Paragraph 2.2(b) to read, "Not used."
 
 *****Section
        4 in its entirety, which consists of two pages, has been omitted pursuant
        to a
        request for confidential treatment and has been filed separately with the
        U.S.
        Securities and Exchange Commission.**
 
 5.
        Change
        Paragraph 3.3(a)(1) under Due Date from "July 1, 2005" to "September 1,
        2006".
 
 6.
        Change
        Paragraph 3.3(a)(2) under Due Date from "December 31, 2005" to "March 31,
        2007".
 
 7.
        Change
        Paragraph 3.3(a)(3) under Due Date from "December 31, 2007" to "September
        1,
        2008".
 
 8.
        Add
        Paragraph 4.3(d) to read, **"Refunds
        and Credits.** In
        the
        event that LICENSEE is obligated to, and in fact does, refund or return all
        or
        part of any sublicense royalties, due to return of products and/or retro-active
        rebates on products sold, which LICENSEE has paid a share to UNIVERSITY pursuant
        to Paragraph 3.1(d), then LICENSEE shall request a credit against future
        royalty
        payments to the UNIVERSITY hereunder in the amount of the pro rata portion
        of
        such refunded or returned amounts previously shared with the UNIVERSITY.
        Such
        request shall not be unreasonably denied by UNIVERSITY."
 
 9.
        Paragraph 7.3 is revised by addition of the following new subparagraph
        7.3(g):
 "
        (g)
        Paragraph 2.2(d)(2) and Paragraph 2.2(d)(3)."
 
 **IN
        WITNESS WHEREOF,** both
        UNIVERSITY and LICENSEE have executed this Agreement, in duplicate originals,
        by
        their respective and duly authorized officers on the day and year
        written.
 
 **OCUSENSE
          INC.                                                                                                                                                                            THE REGENTS OF THE**
 **UNIVERSITY
          OF CALIFORNIA:**
 
 BY:
          /s/
          Eric
          Donsky                                                                                                                                                                         BY: /s/ Alan S. Paau
 __________________                                                                                                                                                            
     ____________________
 (Signature)                                                                                                                                                                                    
    (Signature)
 
 Name:
          Eric
          Donsky                                                                                                                                                                          Name: Alan S. Paau
 Title:
          CEO                                                                                                                                                                                          Title:
          Assistant Vice Chancellor
 Technology
          Transfer & Intellectual
 Property
          Services
 
 Date
        9/5/05 Date
        9/2/2005
 
 1