Cascade
Technologies Corp.




December
17, 2009








Via
E-Mail





Spectral
Molecular Imaging, Inc.


d/b/a
Optical Molecular Imaging, Inc.


8591
Skyline Drive


Los
Angeles, CA 90046


Attention:  Dr.
Daniel Farkas




Re:
            Amendment
      No. 1 to Memorandum of Agreement


Relating to the Exchange of
Shares for Certain Assets




Ladies
and Gentlemen:




We refer
to the memorandum of agreement (the “Memorandum of
Agreement”) dated December 11, 2009 between Cascade Technologies Corp, a
Wyoming corporation (“Cascade”) and
Spectral Molecular Imaging, Inc., a Nevada corporation which does business as
Optical Molecular Imaging, Inc. (“Optical”), relating
to certain agreements among Cascade, Optical, and the principal shareholders of
Optical.  Terms used but not defined in this letter shall have the
meanings, if any, ascribed thereto in the Memorandum of Agreement.




The
purpose of this letter is to memorialize certain agreed amendments of the
parties to provisions of the Memorandum of Agreement.  The parties
hereby confirm and agree to the following amendments and otherwise confirm and
reaffirm the Memorandum of Agreement as so amended.




We have
agreed to use our mutual commercially reasonable best efforts to negotiate,
sign, and deliver definitive agreements approved by our respective Boards of
Directors which will set forth in detail our agreed transactions, upon the
following principal terms and conditions:




(a)           Paragraph
3.1 of the Memorandum of Agreement is hereby amended and restated in its
entirety to read as follows:




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3.1
            Upon
      consummation of the Exchange and the Financing, and after taking into
      account (a) the cancelation (the “Cancelation”)
      of 142,110,816 shares of restricted Common Stock presently outstanding and
      held by the principal shareholder of Cascade (which such Cancelation shall
      be deemed to include any shares of Common Stock that may be issued in
      respect of such 142,110,816 shares on account of the Split (as hereafter
      defined), (b) a 3.64-for-one stock split or a 2.64 share dividend per
      share (as applicable, the “Split”) to be
      implemented by Cascade, (c) the issuance by Cascade to Optical of the
      10,000,000 shares of Common Stock (the “Common
      Issuance”), (d) the issuance by Cascade to Optical of the
      10,000,000 shares of Series A Preferred (the “Series A
      Issuance”), and (e) the issuance by Cascade of the not less than
      2,000,000 shares of Series B Preferred (the “Series B
      Exchange”) contemplated in the Financing, the Capitalization of
      Cascade shall be as set forth in Schedule B
      hereto.  Unless the context otherwise requires, all computations
      in this memorandum of agreement assume and give effect to the Exchange,
      the Financing, the Cancelation, the Split, the Common Issuance, the Series
      A Issuance, and the Series B
Exchange.




(b)           Paragraph
5.1.2 of the Memorandum of Agreement is hereby amended and restated in its
entirety to read as follows:




5.1.2
            Intentionally
      omitted.




(c)           Paragraph
5.2 of the Memorandum of Agreement is hereby amended by adding therein a new
paragraph 5.2.10 to read as follows:




5.2.10
            Cascade
      shall consummate the Cancelation.




This
letter and the Memorandum of Agreement amended and reaffirmed hereby evidence
the agreement and understanding of the parties hereto and are intended to be
legally binding.  The transactions contemplated herein and therein may
be terminated only as provided in the Memorandum of Agreement.





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This
letter may be executed in any number of counterparts and each such counterpart
shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.


If the
foregoing correctly sets forth the agreement and understanding of the parties,
please execute this letter in duplicate as provided below, retain one copy for
your records, and return one to the undersigned, whereupon this will be a
binding agreement among the parties hereto in accordance with the terms
hereof.




Very
truly yours,






Cascade Technologies
Corp.




By:


Name:  Jacqueline
Danforth


Title:  Chief Financial
Officer




Address
for Notices:


1530 9th Avenue
S.E.


Calgary,
Alberta T2G 0T7


E-Mail:  jdanforth@isgsecurities.com





Agreed
and Accepted


as of the
17th day
of December 2009:




“Optical”


Spectral
Molecular Imaging, Inc.




By:


Daniel L. Farkas Ph.D.


Chairman





Address
for Notices:


8591
Skyline Drive


Los
Angeles, CA 90046


E-Mail:  dlfarkas@gmail.com


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