**Amendment
      #4**


**to**


**License
      Agreement 2003-03-0433**





This
      amendment **#** 4 **** ("Amendment
      #4") is made by and between Ocusense, Inc., a Delaware corporation, having
      an
      address at 12707 High Bluff Drive, Second Floor, San Diego, Ca 92130
      ("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 #4 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"), have previously entered into Amendment No.1 to the License
      Agreement effective June 9, 2003, have previously entered into Amendment No.2
      to
      the License Agreement effective September 5, 2005, and have previously entered
      into Amendment No.3 to the License Agreement effective July 7,
      2006;





**WHEREAS,** in
      the
      Recitals section of Amendment No.3, LICENSEE committed to securing three million
      dollars (US$3,000,000.00) in A round venture financing no later than October
      1 **,** 2006;





**WHEREAS,** diligent
      progress is currently being made towards the raise of venture financing, however
      efforts were not concluded as of October 1, 2006;





**WHEREAS,** in
      recognition of LICENSEE's continued progress in securing reasonable venture
      financing, the due date for said financing is mutually agreed upon to be
      extended to February 1, 2007
      with a minimum raise of outside capital equal to two million dollars
      (US$2,000,000.00);





**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.
      Change
      Paragraph 1.5 "Patent Rights"


From:


**"Patent
      Rights"** means
      any
      of the following: the US provisional patent application (Serial No. 60/401,432
      titled "Volume Independent Tear Film Osmometer") disclosing and claiming the
      Invention, filed by Inventor on or about August 6, 2002 and assigned to
      UNIVERSITY; and any conversions or utility patent applications claiming priority
      to the provisional patent application, including U.S. patent application Serial
      No. 10/400,617 filed on or about March 25, 2003, and any continuing applications
      of such conversion or utility patent applications including reissues,
      extensions, substitutions, continuations, divisions, and continuation-in-part
      applications (only to the extent, however, that claims in the
      continuation-in-part applications are entirely supported in the specification
      and entitled to the priority date of the parent application); and any
      corresponding foreign applications or patents, including PCT Application No.
      PCT/US03/09553PCT filed on or about March 25, 2003; and all patents filed by
      UNIVERSITY having claims which are supported by specifications of such
      provisional and utility applications."





To:


**"Patent
      Rights"** means
      any
      of the following: the US provisional patent application (Serial No. 60/401,432
      titled "Volume Independent Tear Film Osmometer") disclosing and claiming the
      Invention, filed by Inventor on or about August 6, 2002 and assigned to
      UNIVERSITY; and any conversions or utility patent applications claiming priority
      to the provisional patent application, including U.S. patent application Serial
      No. 10/400,617 filed on or about March 25, 2003, and any continuing applications
      of such conversion or utility patent applications including reissues,
      extensions, substitutions, continuations, divisions, and continuation-in-part
      applications (only to the extent, however, that claims in the
      continuation-in-part applications are supported in the specification); and
      any
      corresponding foreign applications or patents, including PCT Application No.
      PCT/US03/09553PCT filed on or about March 25, 2003; and all patents filed by
      UNIVERSITY having claims which are supported by specifications of such
      provisional and utility applications."





2.
      To
      correct for a numbering error introduced as a result of Amendment No.2, change
      all references to "2.2(d)(1)" in Paragraph 2.2(c) to "2.2(c)(1)".





**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
      10/9/06 Date
      10/4/2006