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                                                                REDACTED VERSION

                                  EXHIBIT 10.27

                                       TO

                         LIGHT SCIENCES ONCOLOGY, INC.'S

                       REGISTRATION STATEMENT ON FORM S-1

                                 INITIALLY FILED

                                 APRIL 21, 2006

                           REGISTRATION NO. 333-133474

"[ * ]" = omitted, confidential material, which material has been separately
          filed with the Securities and Exchange Commission pursuant to a
          request for confidential treatment.

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                     COMPONENT DEVELOPMENT AND DELIVERABLES
                               SERVICES AGREEMENT

                          DATED AS OF DECEMBER 27, 2001

                                     BETWEEN

                          LIGHT SCIENCES ONCOLOGY, INC.

                                       AND

               AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.
                (FORMERLY AGILENT TECHNOLOGIES MALAYSIA SDN BHD)

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            COMPONENT DEVELOPMENT AND DELIVERABLES SERVICES AGREEMENT

                                     BETWEEN

                           LIGHT SCIENCES CORPORATION

                                  ("CUSTOMER")

                                       AND

                      AGILENT TECHNOLOGIES MALAYSIA SDN BHD

                                   ("AGILENT")

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TABLE OF CONTENTS

SECTIONS OF THE AGREEMENT

1.   Definitions

2.   AGILENT Obligations

3.   CUSTOMER Obligations

4.   Price and Payment

5.   Change Orders

6.   Acceptance

7.   Warranties

8.   Intellectual Property Rights/Licenses

9.   Intellectual Property Indemnity

10.  Confidential Information

11.  Compliance

12.  Regulatory Response; Inspections

13.  Remedies and Liabilities

14.  Term and Termination

15.  General

EXHIBITS TO THE AGREEMENT

A.   Statement of Work

B.   Change Order Procedures

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This Component Development and Deliverable Services Agreement ("Agreement") is
made between Light Sciences Corporation ("CUSTOMER") having its offices at 1065
12th Ave, NW, Suite E-2, Issaquah, WA 98027, USA, and AGILENT TECHNOLOGIES
MALAYSIA SDN BHD ("AGILENT") and having its registered address at
_____________________ --effective as of 27th December 2001 ("Effective Date").

The purpose of this Agreement is to set forth the mutually agreeable terms and
conditions under which AGILENT will perform Component Development and
Deliverable Services and provide Deliverables to CUSTOMER according to one or
more Statements of Work.

1.   DEFINITIONS

1.1  "COMPONENT DEVELOPMENT AND DELIVERABLES SERVICES" (sometimes referred to as
     "Work") refers to such activities as analysis, design, planning,
     development, consulting, implementation, education, training and project
     management as described in a Statement of Work. Component Development and
     Deliverables Services may also include other types of services described
     more specifically in a Statement of Work.

1.2  "CUSTOMER FIELD OF USE" means the use of [ * ].

1.3  "DELIVERABLES" means the tangible results of the Component Development and
     Deliverables Services provided by AGILENT to CUSTOMER as described in each
     Statement of Work (specifically, for the further development of the Light
     Sciences Corporation Light Bar). Unless otherwise agreed, the term
     Deliverables does not include custom hardware.

1.4  "STATEMENT OF WORK" means a document attached to or referenced by and
     incorporated into this Agreement which describes a specific project,
     engagement or assignment ("Project") for which AGILENT will provide
     Component Development and Deliverables Services to CUSTOMER. More than one
     Statement of Work may be attached to this Agreement from time to time.

1.5  "REQUIREMENTS" means the CUSTOMER supplied design and technical
     information, drawings, concepts, schematics, software and other related
     material, which will be used by AGILENT in the development of the
     Deliverables.

1.6  "PRODUCT SPECIFICATIONS" means the detailed documentation of the design
     considerations, the theory of operations and the specifications of the
     Deliverables.

2.   AGILENT OBLIGATIONS

2.1  AGILENT will use commercially reasonable efforts to perform the Component
     Development and Deliverables Services and provide the Deliverables
     specifically described in one or more Statements of Work in accordance with
     the terms and conditions of this Agreement. CUSTOMER and AGILENT will sign
     a separate Statement of Work for each Project under this Agreement , which
     will be incorporated by reference into this Agreement upon execution by the
     parties. Each Statement of Work will: (i) be made in writing in the form
     attached as Exhibit A, (ii) reference this Agreement, (iii) be numbered
     consecutively on a chronological basis, and (iv) be executed by authorized
     representatives of CUSTOMER and

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     AGILENT. Individual Statements of Work should address at least the
following areas:

               Project description
               Price, payment and delivery schedules
               Scope of the Component Development and Deliverables Services
               Acceptance criteria
               Nature of Deliverables
               Project coordination
               Product Specifications

2.2  Unless otherwise agreed, Component Development and Deliverables Services
     will be performed during AGILENT's normal business hours between 8.30am to
     5.30pm, Mondays to Fridays (excluding Saturdays, Sundays and public
     holidays).

2.3  AGILENT will use commercially reasonable efforts to provide the
     Deliverables and perform the Component Development and Deliverables
     Services in accordance with the delivery schedule specified in each
     Statement of Work.

2.4  AGILENT may utilize qualified and reputable subcontractors which are
     obligated under applicable terms and conditions to the same extent as
     AGILENT is obligated under this Agreement and which are pre-approved by
     CUSTOMER in writing to perform Component Development and Deliverables
     Services and/or provide Deliverables.

2.5  AGILENT will appoint a representative to supervise and coordinate AGILENT's
     performance of Component Development and Deliverables Services. AGILENT may
     change its representative at any time upon written notice and approval of
     CUSTOMER.

2.6  Unless otherwise agreed in a Statement of Work, AGILENT is not responsible
     for providing support for any Deliverables.

3.   CUSTOMER OBLIGATIONS

3.1  CUSTOMER will comply with the general obligations specified below together
     with any specific CUSTOMER obligations described in a Statement of Work, in
     a timely manner.

3.2  CUSTOMER acknowledges that AGILENT's ability to deliver the Component
     Development and Deliverables Services may be dependent upon CUSTOMER's full
     and timely cooperation with AGILENT, as well as the accuracy and
     completeness of any information and data CUSTOMER provides to AGILENT.
     Therefore, CUSTOMER will:

     3.2.1 Provide AGILENT limited access to, and use of, certain information,
          data, and documentation, only for and to the extent such access and
          use is necessary for AGILENT to complete the Component Development and
          Deliverables Services under this Agreement and applicable Statement of
          Work.

     3.2.2 Appoint a representative who will provide professional and prompt
          liaison with AGILENT, have the necessary expertise and authority to
          commit CUSTOMER, be available at all times when AGILENT's personnel
          are at the CUSTOMER's site (or designate an alternate with the same
          level

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          of authority in the event of unavailability caused by illness or other
          valid reasons), and meet with the AGILENT representative at regular
          intervals to be agreed upon to review progress and resolve any issues
          relating to the Component Development and Deliverables Services or
          Deliverables.

3.3  CUSTOMER will be responsible for maintaining an external procedure for
     reconstruction of lost or altered files, data or programs to the extent
     deemed necessary by CUSTOMER, and for actually reconstructing any such
     materials to the extent such loss or alteration is caused by CUSTOMER.

3.4  CUSTOMER will be liable for any delays to the delivery schedule specified
     in each Statement of Work caused by CUSTOMER or resulting from CUSTOMER's
     failure to fulfill any of its obligations. AGILENT may charge Customer for
     commercially reasonable additional charges incurred by AGILENT directly
     related to the Project as a result of such delays, and may reasonably
     adjust the affected delivery schedule accordingly.

3.5  Upon AGILENT'S receipt of written acceptance set forth in Section 6.1,
     CUSTOMER will be responsible at all times for the supervision, management
     and control of the Deliverables and any results obtained from the
     Deliverables, including without limitation all responsibility for
     maintenance of proper machine configuration, audit controls, operating
     methods, error detection and recovery procedures, back-up plans, security,
     insurance, maintenance and all other activities necessary to enable
     Customer to use the Deliverables.

4.   PRICE AND PAYMENT

4.1  Prices for Component Development and Deliverables Services and Deliverables
     will be specified in each Statement of Work.. Prices include all materials
     and labor expenses, but do not include withholding, sales, use, service,
     value added or like taxes, or customs duties. AGILENT will state separately
     on its invoices any sales or other taxes or custom duties that (i) are owed
     by CUSTOMER solely as a result of entering into this Agreement and the
     payment of the fees hereunder, (ii) are required to be collected from
     CUSTOMER by AGILENT under applicable law, and (iii) are based solely upon
     the amounts payable under this Agreement. CUSTOMER will remit such taxes to
     AGILENT with its payment of the respective invoice, whereupon AGILENT will
     provide CUSTOMER with official tax receipts indicating that such taxes have
     been paid by AGILENT. However, CUSTOMER may provide AGILENT with an
     exemption certificate (including, without limitation, a resale
     certificate), in which case AGILENT will not collect the taxes covered by
     such certificate.

4.2  AGILENT will issue invoices in accordance with the payment schedule
     specified in each Statement of Work. Charges for travel expenses which have
     been pre-authorized by CUSTOMER in writing may be invoiced separately.
     CUSTOMER will pay all invoices within [ * ] days from the receipt of
     invoice. AGILENT may change credit terms upon reasonable notice at any time
     when CUSTOMER's financial condition, previous payment record, or the nature
     of CUSTOMER's relationship with AGILENT so warrants.

4.3  Should any sum due to AGILENT remain unpaid after [ * ] days from the date
     of invoice receipt, AGILENT may terminate this Agreement pursuant to
     Section 14.2.2 and discontinue performance under any other agreement with
     CUSTOMER.

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5.   CHANGE ORDERS

5.1  "Change Order" means an agreed upon change or modification to the
     Deliverables, Component Development and Deliverables Services or other
     material aspect of a Statement of Work that complies with the requirements
     of Exhibit B. Requests by CUSTOMER and recommendations by AGILENT for
     Change Orders are subject to the procedures set forth in Exhibit B, and
     will be made in writing in the form attached to Exhibit B and will be
     attached and incorporated into this Agreement as an Attachment to this
     Agreement.

5.2  All Change Orders must be mutually agreed by the parties and comply with
     Section 5.1. Pending such agreement, AGILENT will continue to perform and
     be paid as if such Change Order had not been requested or recommended,
     provided that if either party proposes a Change Order which, in AGILENT's
     judgment, represents a material change in the Component Development and
     Deliverables Services or Deliverables and such Change Order remains
     outstanding for [ * ] days or is rejected by CUSTOMER, AGILENT will have
     the right to terminate the affected Statement of Work pursuant to Section
     14.2.2 below.

6.   ACCEPTANCE

6.1  AGILENT will provide notice to CUSTOMER when the Deliverables are ready for
     acceptance. Acceptance of Deliverables will occur upon the earlier of: a)
     the date AGILENT demonstrates to CUSTOMER, by the successful completion of
     acceptance tests, or that the Deliverables substantially conform to the
     acceptance criteria specified in the applicable Statement of Work; or b)
     the date that CUSTOMER uses any substantial part of the Deliverables for
     any purpose other than performing acceptance tests. Acceptance of Component
     Development and Deliverables Services will occur upon AGILENT's performance
     of such Component Development and Deliverables Services and CUSTOMER's
     acknowledging of its acceptance of such performance in writing.

6.2  In the event that any Deliverable fails to conform to the acceptance
     criteria specified in the applicable Statement of Work or Product
     Specifications, or otherwise do not comply with other provisions of this
     Agreement, AGILENT will have a reasonable time to remedy such substantial
     non-conformance, following AGILENT's receipt of written notice from
     CUSTOMER specifying in reasonable detail the nature of such
     non-conformance. In the event that AGILENT is unable to remedy the
     non-conformance: a) CUSTOMER may accept the Deliverable without warranty,
     on an "AS IS" basis, subject to an agreed upon price adjustment; or b)
     CUSTOMER may return the Deliverable to AGILENT and receive a refund of
     amounts paid to AGILENT for the Deliverable. All non-conforming
     Deliverables returned by CUSTOMER to AGILENT and all replacements shipped
     by AGILENT to CUSTOMER therefore will be at AGILENT'S risk and expense.

6.3  If acceptance testing is delayed for reasons attributable to CUSTOMER,
     acceptance will be deemed to occur on the [ * ] day after notice by AGILENT
     that the Deliverable is ready for acceptance testing.

7.   WARRANTIES

7.1  AGILENT warrants that it will perform Component Development and
     Deliverables Services in

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     accordance with generally recognized commercially reasonable practices and
     standards and all Deliverables will comply with the Specifications provided
     by CUSTOMER and all other mutually-agreed requirements. Upon CUSTOMER's
     request, AGILENT will re-perform any Component Development and Deliverables
     Services not performed in accordance with the foregoing warranty, provided
     that AGILENT receives notice from CUSTOMER within [ * ] days after such
     Component Development and Deliverables Services were performed in
     accordance with Section 6.2.

7.2  AGILENT further warrants that Deliverables will not be defective in
     material or defective workmanship during the Term and will conform to the
     acceptance criteria and within tolerances of all Product Specifications as
     specified in the applicable Statements of Work for a period of [ * ] days
     from the date of acceptance

7.3  AGILENT does not warrant that the operation of Deliverables will be
     uninterrupted or error free or conform to any reliability or performance
     standards beyond those specified in the applicable acceptance criteria or
     applicable Product Specifications. AGILENT also does not warrant that
     Deliverables will be compatible with future AGILENT products or those of
     other vendors.

7.4  If AGILENT receives notice during the warranty period of any
     non-conformance with the acceptance criteria or Specifications, that
     materially impairs the functioning of a Deliverable, AGILENT will replace
     the Deliverable without additional charge or, at CUSTOMER's request and
     direction, correct such non-conformance or provide a remedy which
     substantially corrects the non-conformance.

7.5  If AGILENT is unable within a reasonable time to comply with the foregoing
     obligations, AGILENT will refund the paid price stated in the Statement of
     Work upon prompt return of the affected Deliverable to AGILENT, and/or
     delivery to AGILENT of proof of the destruction of the affected
     Deliverable.

7.6  The warranties provided in this Section 7 will not apply in the event of
     deemed acceptance under Sections 6.1, 6.2 or 6.3above, or to defects or
     non-conformances resulting from:

     7.6.1 Unauthorized, improper or inadequate maintenance or calibration by
          CUSTOMER or any third party.

     7.6.2 Software, hardware, interfacing, or supplies not supplied by AGILENT.

     7.6.3 Unauthorized modification of Deliverables or any portion thereof.

     7.6.4 Improper use or operation of Deliverables or any portion thereof or
          CUSTOMER's failure to comply with the applicable environmental
          specification.

     7.6.5 Improper site preparation or maintenance by CUSTOMER or a third
          party.

7.7  THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN
     OR ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY DISCLAIMS THE
     IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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8    INTELLECTUAL PROPERTY RIGHTS/LICENSES

8.1  All copyrights and other intellectual property rights existing prior to the
     Effective Date ("Pre-Existing Intellectual Property") will belong to the
     party that owned such rights immediately prior to the Effective Date.

8.2  Neither party will gain by virtue of this Agreement any rights of ownership
     of copyrights, patents, trade secrets, trademarks or any other intellectual
     property rights owned by the other.

8.3  The parties agree that ownership of any and all inventions, discoveries,
     and original works of authorship (including, without limitation, ideas,
     know-how, data, information, documentation, formulae, results, prototypes,
     designs, methods and procedures), and all intellectual property rights in
     the foregoing, whether or not patentable, which are expressed in a tangible
     medium, conceived, and/or reduced to practice (hereinafter "INVENTIONS"),
     by any of either party's employees or independent contractors or
     sub-contractors in the course of performance of work in connection with
     this Agreement or any applicable Statement of Work during the term of this
     Agreement (hereinafter "INVENTORS") will be owned by the party whose
     employees, or independent contractors or subcontractors expressed in a
     tangible medium, conceived, and reduced to practice such Inventions. If
     employees, or independent contractors or subcontractors of both parties
     expressed in a tangible medium, conceived, and reduced to practice such
     Inventions then the parties will jointly own the Inventions as joint
     tenants.

8.4  Copyright/Work for Hire. To the extent any deliverables, including, but not
     limited to, specifications, schematics, designs, prototypes, products,
     software code, documentation, reports, memoranda, studies, plans, exhibits,
     or other materials prepared by AGILENT in the performance of services under
     this Agreement, include material subject to copyright protection, such
     materials have been specially commissioned by CUSTOMER for use as a
     contribution to a collective work and they shall be deemed "work for hire"
     as such term is defined under U.S. copyright law. Provided AGILENT assigns
     all right and title to CUSTOMER, [ * ].

8.5  AGILENT grants CUSTOMER an option to [ * ].

8.6  CUSTOMER grants AGILENT a limited non-exclusive, worldwide, royalty-free,
     non-assignable, nontransferable license to use, copy, make derivative works
     of, distribute, display, perform, and transmit CUSTOMER's pre-existing
     copyrighted works, other Pre-Existing Intellectual Property rights and
     materials as CUSTOMER may provide to AGILENT during the Term of this
     Agreement solely to the extent necessary for AGILENT to perform its
     obligations under this Agreement or any applicable Statement of Work.
     AGILENT will not sublicense, reverse engineer, disassemble or decompile any
     CUSTOMER Pre-Existing Intellectual Property or materials.

8.7  AGILENT will promptly disclose in writing to CUSTOMER any Inventions and
     all pertinent information related thereto within [ * ] of authoring,
     conceiving, otherwise generating, and the actual reduction to practice such
     Invention, and will provide CUSTOMER with copies of any patent application
     fourteen [ * ] prior to the filing thereof in sufficient detail to
     determine inventorship.

8.8  Subject to the ownership rights of the parties in Section 8.3, CUSTOMER
     will own all right, title, and interest, , in and to CUSTOMER'S proprietary
     materials, the prototypes, or other materials provided to or

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     developed by AGILENT under this Agreement,, and as well as the Deliverables
     provided under this Agreement or applicable Statement of Work.

8.9  Co-operation. Each party will execute any necessary documents and otherwise
     assist the other, at the other's expense, as reasonably requested by the
     other, to protect the other's Intellectual Property Rights and rights
     therein provided under this Section 8.

8.10 No Implied Rights Granted. No license under any patent or copyright now or
     hereafter obtained is granted, agreed to be granted, or implied by this
     Agreement, other than as expressly specified in the Section 8.

9.   INTELLECTUAL PROPERTY INDEMNITY

9.1  AGILENT will defend or settle any claim against CUSTOMER regarding the
     Component Development and Deliverable Services and Deliverables, which
     alleges that AGILENT knowingly infringed a patent, utility model,
     industrial design, copyright, trade secret, mask work or trademark in the
     country where such Deliverables are used or such Component Development and
     Deliverables Services are provided.

9.2  The indemnities provided in Section 9.1 above will apply provided CUSTOMER
     promptly notifies AGILENT in writing of the claim, and CUSTOMER cooperates
     with AGILENT in and grants AGILENT sole control of the defense or
     settlement.

9.3  For infringement claims covered by this Section 9, AGILENT will pay
     infringement claim defense costs, settlement amounts and court-awarded
     damages. If such a claim regarding a Deliverable appears likely, AGILENT
     may modify the Deliverable, procure any necessary license or replace it. If
     AGILENT determines that none of these alternatives is reasonably available,
     AGILENT will refund CUSTOMER's purchase price upon return of the
     Deliverable if within one year of delivery, or CUSTOMER's net book value
     thereafter.

9.4  AGILENT has no obligation for any claim of infringement arising from:

     9.4.1 AGILENT's strict compliance with or use of CUSTOMER's information,
          technology, designs, specifications or instructions, including those
          incorporated into any Statement of Work.

     9.4.2 Modification of a Deliverable by CUSTOMER or a third party.

     9.4.3 Use of a Deliverable in a way not indicated in a Statement of Work.

     9.4.4 Use of a Deliverable with products not supplied by AGILENT.

9.5  Sections 9.1-9.4 states AGILENT's entire indemnification liability for
     claims of intellectual property infringement.

9.6  AGILENT's Intellectual Property indemnification obligations set forth in
     Sections 9.1-9.3 shall not apply to Intellectual Property infringement
     claims which arise from AGILENT's strict compliance with the Requirements.

9.7  CUSTOMER will defend or settle any claim against AGILENT regarding the
     Requirements, which alleges that CUSTOMER knowingly infringed a patent,
     utility model, industrial design, copyright, trade secret, mask work or
     trademark in the country where such Requirements are used, as long as
     AGILENT

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     exercises reasonable care in providing Component Development and
     Deliverables Services under this Agreement so as not to infringe such
     rights.

9.8  The indemnities provided in Section 9.7 above will apply provided AGILENT
     promptly notifies CUSTOMER in writing of the claim, and AGILENT cooperates
     with CUSTOMER in and grants CUSTOMER sole control of the defense or
     settlement.

9.9  For infringement claims covered by Section 9.7, CUSTOMER will pay
     infringement claim defense costs, settlement amounts and court-awarded
     damages. If such a claim regarding a Requirement appears likely, CUSTOMER
     may modify the Requirement, procure any necessary license or replace it.

9.10 CUSTOMER has no obligation for any claim of infringement arising from:

     9.10.1 CUSTOMER 's strict compliance with or use of AGILENT 's information,
          technology, or designs, including those incorporated into any
          Statement of Work.

     9.10.2 Modification of a Requirement by AGILENT or a third party.

     9.10.3 Use of a Requirement in a way not indicated in a Statement of Work.

     9.10.4 Use of a Requirement with products not supplied by CUSTOMER.

9.11 Sections 9.7-9.9 state CUSTOMER 's entire indemnification liability for
     claims of intellectual property infringement.

10.  CONFIDENTIAL INFORMATION

10.1 During the term of this Agreement, either party may receive or have access
     to technical information, as well as information about product plans and
     strategies, promotions, customers and related non-technical business
     information which the disclosing party considers to be confidential
     ("Confidential Information"). In the event such Confidential Information is
     disclosed, the parties shall first agree to disclose and receive such
     information in confidence. If then disclosed, the Confidential Information
     shall be marked as confidential at the time of disclosure, or if disclosed
     orally but stated to be confidential, shall subsequently be designated as
     confidential in writing by the disclosing party summarizing the
     Confidential Information disclosed and sent to the receiving party within a
     reasonable period of time.

10.2 Confidential Information may be used by the receiving party only with
     respect to the performance of its obligations under this Agreement, and
     only by those employees of the receiving party and its subcontractors who
     have a need to know such information for purposes related to this
     Agreement, provided that such subcontractors have signed separate
     agreements containing substantially similar confidentiality provisions. The
     receiving party shall protect the Confidential Information of the
     disclosing party by using the same degree of care (but not less than a
     reasonable degree of care) to prevent the unauthorized use, dissemination
     or publication of such Confidential Information, as the receiving party
     uses to protect its own confidential information of like nature. The
     receiving party's obligation under this Section shall be for a period of
     [ * ] after the date of disclosure.

10.3 The obligations stated in this Section shall not apply to any information
     which is:

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     10.3.1 Already known by the receiving party prior to disclosure;

     10.3.2 Publicly available through no fault of the receiving party;

     10.3.3 Rightfully received from a third party without a duty of
          confidentiality;

     10.3.4 Disclosed by the disclosing party to a third party without a duty of
          confidentiality on such third party;

     10.3.5 Independently developed by the receiving party prior to or
          independent of the disclosure;

     10.3.6 Disclosed under operation of law;

     10.3.7 Disclosed by the receiving party with the disclosing party's prior
          written approval.

11.  COMPLIANCE.

11.1 AGILENT Compliance. AGILENT agrees to comply with all federal, state,
     local, and foreign laws, rules, requirements, and regulations applicable to
     its performance of this Agreement pertaining to a manufacturer of
     semiconductor products.

11.2 CUSTOMER Compliance. CUSTOMER understands that it is responsible for
     compliance with all laws, rules, and regulatory requirements that
     specifically apply to a manufacturer of medical devices

12.  REGULATORY RESPONSE; INSPECTIONS.

12.1 Regulatory Response. In the event of Governmental Authority inquiry
     concerning Component Development and Deliverables Services, AGILENT agrees
     to cooperate with CUSTOMER in response thereto, including, but not limited
     to, supplying information about the production, testing and assembly of all
     Deliverables to CUSTOMER upon reasonable notice.

12.2 Audits. During the term of this Agreement, AGILENT will permit CUSTOMER's
     representatives, or its designate, to examine or audit AGILENT's
     performance of the Services and AGILENT's facilities at which the services
     are conducted upon reasonable advance notice during regular business hours
     to determine that the Services are being conducted in accordance with this
     Agreement, including the applicable Statement(s) of Work, the facilities
     are adequate, and the Services comply with all applicable laws and
     regulations.

12.3 Records. AGILENT retain or provide to CUSTOMER hard copies for a period up
     to [ * ] from the date of production of all Light Bars supplied by AGILENT
     to CUSTOMER, or for any period less than [ * ] as otherwise instructed by
     CUSTOMER.

13.  REMEDIES AND LIABILITIES

13.1 The remedies in this Agreement are CUSTOMER's sole and exclusive remedies.

13.2 TO THE EXTENT AGILENT IS HELD LEGALLY LIABLE TO CUSTOMER, AGILENT'S
     LIABILITY IS LIMITED TO:

     13.2 1 [ * ].

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     13.2 2 DAMAGES FOR BODILY INJURY.

     14.2 3 DIRECT DAMAGES TO TANGIBLE PROPERTY UP TO A LIMIT OF U.S. [ * ].

     13.2.4 OTHER DIRECT DAMAGES FOR ANY CLAIM BASED ON A MATERIAL BREACH OF ANY
          OTHER TERM OF THIS AGREEMENT, UP TO A MAXIMUM OF US [ * ] OR THE
          AMOUNTS PAID TO AGILENT UNDER THIS AGREEMENT, WHICHEVER IS [ * ].

13.3 Notwithstanding Section 13.2 above, in no event will AGILENT or its
     affiliates, subcontractors and suppliers be liable for any of the
     following:

     13.3.1 Actual loss or direct damage that is not listed in Section 13.2
          above.

     13.3.2 Damages for loss of data, or Software restoration.

     13.3.3 Damages relating to CUSTOMER's procurement of substitute products or
          services (i.e., "cost of cover").

     13.3.4 Incidental, special or consequential damages, including downtime
          costs or lost profits but excluding damages for bodily injury and
          payments described in Section 13.2 above.

13.4 The Deliverables are not specifically designed, manufactured or intended
     for sale as parts, components or assemblies for the planning, construction,
     maintenance, or direct operation of a nuclear facility. CUSTOMER will be
     solely liable if any Deliverables purchased or licensed by CUSTOMER are
     used for these applications. CUSTOMER will indemnify and hold AGILENT
     harmless from all loss, damage, expense or liability in connection with
     such use.

13.5 Sections 13.1-13.3 shall not apply to any liability or obligation under
     Sections 9., 10. or 11.

14.  TERM AND TERMINATION

14.1 This Agreement will commence on the Effective Date and will [ * ].
     Individual Statements of Work will be effective upon execution by both
     parties and will continue in force until both parties have fulfilled all of
     their Project obligations, or until the earlier termination of such
     Statement of Work according to the terms of this Agreement.

14.2 This Agreement or an individual Statement of Work may be terminated
     immediately upon notice in writing:

     14.2.1 By either party if the other party is in material breach of any of
          its obligations hereunder and fails to remedy such breach within [ * ]
          days of receipt of a written notice by the other party which specifies
          the material breach.

     14.2.2 By AGILENT, in the absence of mutual agreement regarding a Change
          Order which represents a material change under Section 5.2, or if
          CUSTOMER fails to pay any sums due under this Agreement within the
          [ * ] day time period specified in Section 4.3.

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     14.2.3 By either party if the other party has a receiver appointed, or an
          assignee for the benefit of creditors, or in the event of any
          insolvency or inability to pay debts as they become due by the other
          party, except as may be prohibited by applicable bankruptcy laws.

14.3 Either party may terminate this Agreement for convenience upon [ * ] months
     prior written notice to the other party. Any termination of this Agreement
     will not relieve either party of its obligations under any Statement of
     Work in effect on the date of termination of this Agreement, unless
     otherwise mutually agreed to in writing.

14.4 Upon termination of any Statement of Work, CUSTOMER will pay AGILENT for
     all Work performed and charges and expenses incurred by AGILENT which have
     been pre-approved by CUSTOMER up to the date of termination, and CUSTOMER
     will receive all work in progress for which CUSTOMER has paid. Should the
     sum of such amounts be less than any advance payment received by AGILENT,
     AGILENT will refund the difference within [ * ] days of receipt of an
     invoice from CUSTOMER.

14.5 Sections 4, 7, 8, 9, 10, 12 and 13 above, and Section 15 below, will
     survive termination of this Agreement.

15.  GENERAL

15.1 STANDARD PRODUCTS. This Agreement does not cover standard AGILENT hardware
     and software products sold or licensed to CUSTOMER. Any such transactions
     will be governed by the terms of CUSTOMER's AGILENT purchase agreement or,
     in the absence of a signed purchase agreement, AGILENT's Terms and
     Conditions of Sale and Service (Exhibit E16).

15.2 HEALTH AND SAFETY. AGILENT and any of its subcontractors will, when at the
     CUSTOMER's site, conduct their activities so that their equipment, working
     conditions and methods are safe and without risk to health for their own
     and CUSTOMER's employees, agents or independent contractors as well as for
     any other users of the CUSTOMER's site.

15.3 NON-RESTRICTIVE RELATIONSHIP. AGILENT may provide related or similar
     Component Development and Deliverable Services and Deliverables to other
     customers, except to the extent that such other customers conduct business
     the same, similar or related Field of Use of CUSTOMER.

15.4 NO PUBLICITY. Neither party will publicize or disclose to any third party
     without the consent of the other party, either the price or other terms of
     this Agreement or the fact of its existence and execution, except as may be
     necessary to comply with other obligations stated in this Agreement and
     except to the extent that CUSTOMER may disclose the terms of this Agreement
     to its legal counsel and to potential investors which have executed
     appropriate Confidential Disclosure Agreements.

15.5 NO JOINT VENTURE. Nothing contained in this Agreement will be construed as
     creating a joint venture, partnership or employment relationship between
     the parties hereto, nor will either party have the right, power or
     authority to create any obligation or duty, express or implied, on behalf
     of the other.

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15.6 NO ASSIGNMENT. Except with respect to AGILENT's rights regarding the use of
     authorized subcontractors, neither party may assign any rights or
     obligations under this Agreement or any Statement of Work without the prior
     written consent of the other party.

15.7 EXPORT ADMINISTRATION REGULATIONS. If CUSTOMER exports any Deliverable
     outside the country in which the Deliverable is delivered to CUSTOMER,
     CUSTOMER assumes responsibility for complying with applicable laws and
     regulations and for obtaining required export and import authorizations.
     CUSTOMER will not export or re-export any technical data in violation of
     U.S. Export Administration regulations or other applicable export
     regulations.

15.8 FORCE MAJEURE. Neither party will be liable for performance delays or for
     non-performance due to causes beyond its reasonable control.

15.9 NOTICES. All notices required under or regarding this Agreement or any
     individual Statement of Work will be in writing and will be considered
     given upon personal delivery of a written notice to the AGILENT
     representative or CUSTOMER representative designated in the Statement of
     Work, or within five days of mailing, postage prepaid and appropriately
     addressed.

15.10 WAIVER. Neither party's failure to exercise any of its rights under this
     Agreement will constitute or be deemed a waiver or forfeiture of those
     rights.

15.11 SEVERABILITY. If any term or provision of this Agreement is held to be
     illegal or unenforceable, the validity or enforceability of the remainder
     of this Agreement will not be affected.

15.12 EXHIBITS. The following documents are attached hereto as exhibits, the
     terms of which are incorporated by reference in their entirety:

     A    Statement of Work (and all subsequently executed Statements of Work)

     B    Change Order Procedures

15.13 PRECEDENCE. In the event of conflict between the provisions of this
     Agreement and any Statement of Work or Change Order, the provisions of this
     Agreement will to the extent of such conflict take precedence.

15.14 ENTIRE AGREEMENT. This Agreement, and the Agreement's exhibits and
     Statements of Work constitute the entire agreement between AGILENT and
     CUSTOMER for Component Development and Deliverables Services provided
     during the Term supersedes any prior or contemporaneous communications,
     representations or agreements between the parties, whether oral or written,
     regarding the subject matter of this Agreement. CUSTOMER's additional or
     different terms and conditions will not apply. The terms and conditions of
     this Agreement may not be changed except by an amendment signed by an
     authorized representative of each party.

15.15 GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of New York, USA.

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SIGNED FOR AND ON BEHALF OF             SIGNED FOR AND ON BEHALF OF

CUSTOMER                                AGILENT TECHNOLOGIES

                                        MALAYSIA SDN BHD


By: /s/ Albert A. Luderer               By: /s/ Lee Soo Ghee
    ---------------------------------       ------------------------------------
Name: Albert A. Luderer, Ph.D.          Name: Lee Soo Ghee
Title: President and CEO                Title: WW OBU Manager

LIGHT SCIENCES CORPORATION              AGILENT TECHNOLOGIES MALAYSIA