PHOTOMATRIX, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

         1. Purpose.  This Employee Stock Purchase Plan (the "Plan") is intended
to serve as an incentive to and to encourage stock ownership by certain eligible
employees of Photomatrix, Inc., a California corporation (the "Corporation"), so
that they may acquire or increase their  proprietary  interest in the success of
the  Corporation,  and  to  encourage  them  to  remain  in the  service  of the
Corporation.  This Plan is  intended to qualify as an  employee  stock  purchase
plan, as defined in Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").

         2.       Administration.

                  2.1 Committee.  The Plan shall be administered by the Board of
Directors or a committee of three  members or others  designated by the Board of
Directors of the Corporation (the  "Committee").  The Committee shall select one
of its  members as Chairman  and shall  appoint a  Secretary,  who need not be a
member of the  Committee.  The  Committee  shall hold meetings at such times and
places as it may determine and minutes of such meetings shall be recorded.  Acts
by a majority  of the  Committee  in a meeting at which a quorum is present  and
acts approved in writing by a majority of the members of the Committee  shall be
valid acts of the Committee.

                  2.2 Term. If the Board of Directors  selects a Committee,  the
members of the  Committee  shall serve on the  Committee for a period of time as
determined  by the Board of  Directors  and shall be  subject  to removal by the
Board of  Directors  at any  time.  The Board of  Directors  may  terminate  the
function  of the  Committee  at any time and resume  all  powers  and  authority
previously delegated to the Committee.

                  2.3 Authority.  The Committee  shall have sole  discretion and
authority to prescribe,  amend and rescind the rules and regulations relating to
the Plan and to make all other  determinations  necessary  and advisable for the
administration of the Plan.

                  2.4 Interpretation. The interpretation and construction by the
Committee of any  provisions of the Plan or of any option granted under it shall
be final and binding on all parties having an interest in the Plan or any option
granted hereunder.  No member of the Committee shall be liable for any action or
determination  made in good faith with respect to the Plan or any option granted
under the plan.

                  2.5  Agent.  The  Committee  may employ  such  legal  counsel,
consultants,  brokers and agents as it may deem desirable for the administration
of the Plan and may rely upon any  opinion  received  from any such  counsel  or
consultant  and any  computation  received from any such  consultant,  broker or
agent. The Committee may, in its sole  discretion,  designate an agent ("Agent")
to administer  the Plan,  purchase and sell shares of common stock in accordance
with the Plan,  keep  records,  send  statements  of account to employees and to
perform  other duties  relating to the Plan,  as the  Committee may request from
time to time.


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                  2.6  Purchase  of Common  Stock by the Plan.  The Agent  shall
either receive stock which has been purchased for the Plan by the Corporation on
the open  market or  purchase  for the Plan  shares of common  stock on the open
market.  In the former  case,  the Plan shall repay the  Corporation  the actual
purchase price of the common stock as options are exercised. In the latter case,
the Plan  shall  borrow the money  necessary  to  acquire  the  shares  from the
Corporation  and shall repay the loan as options  are  exercised.  Purchases  of
common stock for the Plan shall be held in trust until such time as options held
by  participating  Eligible  Employees  (as  defined  in  Section 3 herein)  are
exercised  pursuant to the terms of this Plan.  Upon exercise of an option by an
Eligible  Employee,  the shares of common stock  purchased  shall be distributed
directly to  Eligible  Employee.  Notwithstanding  any other  provision  in this
Agreement,  the total number of common  stock  authorized  to be  purchased  and
allocated to Eligible Employees under the Plan shall not exceed 750,000 shares.

         3.       Eligibility.

                  3.1 General. All regular employees of the Corporation,  or any
"parent" or "subsidiary"  corporation of the Corporation,  as defined in Section
424 of the Code ("Parent" or "Subsidiary") who (i) are working at least 20 hours
per week and (ii) have been in the continuous  employment of the Corporation for
more than 6 months are eligible to participate  (each, an "Eligible  Employee").
All Eligible Employees who elect to participate in this Plan shall have the same
rights and  privileges  except as provided in Section 3.6.  Notwithstanding  the
above,  employees of a Parent or Subsidiary shall only be Eligible  Employees if
the Committee designates such corporation as a participant. For purposes of this
Plan, the term  "Corporation"  shall otherwise include any Parent or Subsidiary,
if applicable.  Employees whose  customary  employment is for not more than five
months in any calendar year are excluded from this Plan.

                  3.2 Excluded  Eligible  Employees.  Notwithstanding  any other
provision in this Plan,  no employee can be granted the right to purchase  stock
under  this  Plan if such  employee,  (i) is  customarily  not  employed  by the
Corporation  for more than five  months a year;  or (ii)  immediately  after the
right to purchase such stock is granted, owns stock possessing 5% or more of the
total combined voting power or value of all classes of the Corporation's  stock.
For purposes of determining stock ownership,  the rules of Section 424(d) of the
Code shall apply,  and stock which the employee may purchase  under  outstanding
options, including rights to purchase stock under this Plan, shall be treated as
stock owned by the employee.

                  3.3 Participation.  Eligible Employees who wish to participate
and purchase  shares under this Plan shall execute a form to be furnished by the
Corporation,  indicating  that they  authorize and instruct the  Corporation  to
deduct  from  their  pay  a  specified   percentage  of  their  respective  Base
Compensation  (as defined  below),  to be applied  toward the  purchase of stock
pursuant to this Plan for each individual's account. All payroll deductions made
for a participant shall be credited to his account under the Plan. A participant
may not make any separate  cash payment  into such  account.  Subject to Section
3.6, each  participant  may  designate  any whole  percentage of his or her base
salary or any fixed dollar amount per pay period to be  contributed  to the Plan
on his or her behalf; provided that any fixed dollar amount shall not exceed 10%
of such  Eligible  Employee's  Base  Compensation  for each  Quarter  Period (as
defined  in  Section  3.5).  Upon  the  participant's  written  request  to  the
Corporation, the amount of the payroll deduction will be

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changed as of the next Entry Date (as  defined in Section  3.5)  following  such
request.  Nonparticipating  employees  who are  eligible or become  eligible may
execute payroll deduction  authorizations and become participants in the Plan as
of the Entry Date after which they first  satisfy the  eligibility  requirements
set forth in Section 3.1. The election by the participant must be received prior
to the Entry Date.  Payroll  deductions will commence with pay checks issued not
later than the next pay period  after the Entry  Date  following  receipt of the
employee's signed payroll deduction authorization.

                  3.4 Grant of Option.  Upon the Agent's  purchase or receipt of
common stock  pursuant to this Plan,  the  Corporation,  if so determined in its
sole discretion, shall grant to participating Eligible Employees, subject to all
the terms and  provisions of this Plan,  the right to purchase the common stock.
The number of option shares a participating  Eligible Employee is deemed to have
been granted and the option price of shares purchased shall be calculated in the
manner specified in Section 4.

                  3.5  Exercise  of Option.  Until the Plan is  terminated,  for
every quarter period  ("Quarter  Period"),  beginning on the 1st day of January,
the 1st day of  April,  the 1st day of July and the 1st day of  October  in each
Plan  year,  and  terminating  on March 31 of such  year for a period  beginning
January 1, June 30 of such year for a period  beginning April 1, September 30 of
such  year for a period  beginning  July 1 and  December  31 of such  year for a
period  beginning  October 1, unless a participant  gives written  notice to the
Corporation,  a  participant's  option to acquire stock with payroll  deductions
will be deemed to have been  exercised,  to the extent of the cash  available in
such account,  automatically on the Termination  Date of the applicable  Quarter
Period  for the  purchase  of the  number  of whole  shares  of stock  which the
accumulated  payroll deductions in his account at that time will purchase at the
applicable  option  price  (but not in excess of the  number of shares for which
options  have been  granted to the employee  pursuant to Section  4.1),  and any
excess in the participant's account at that time will be retained in the account
and be  applied  toward  the  following  Quarter  Period  until such time as the
participant  withdraws  from  the  Plan or when  the  Plan is  discontinued.  No
fractional  shares of common stock shall be issued under any  circumstances.  As
used in the Plan,  "Entry Date" means the January 1, April 1, July 1, or October
1, as the case  may be,  on which  the  particular  Quarter  Period  begins  and
"Termination  Date" means the March 31, June 30, September 30 or December 31, as
the case may be, on which the particular Quarter Period terminates. Common stock
purchased under the Plan shall be distributed directly to the participant.

                  3.6 Limitation on Participation.  An Eligible Employee may not
elect to  contribute  to the Plan more than the  lesser of $8,000 or 10%  (these
standards are not  mandatory  and may be adjusted) of such  Eligible  Employee's
Base Compensation (as defined below) for the calendar year. "Base  Compensation"
means the base  compensation  paid in cash to a participant by the  Corporation,
including  salaries and wages, but excluding  bonuses,  incentive  compensation,
commissions,  overtime pay,  moving or relocation  allowances,  car  allowances,
imputed income  attributable to cars, taxable fringe benefits and similar items.
In addition,  a participant may not elect to make such contributions to the Plan
which  would  permit  stock with a fair  market  value  exceeding  $25,000 to be
purchased  for his or her  account in any  calendar  year under all plans of the
Corporation as determined  under Section 423 of the Code. For this purpose,  the
fair market value

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of the stock will be determined at the time that the  participant is granted the
right to  purchase  stock.  All share  amounts  set forth  herein are subject to
adjustment as provided in Section 5.

                  3.7 Delivery of Stock. Certificates for whole shares of common
stock shall be issued to  participants  within  sixty (60) days (or such shorter
period  of  time  as the  Committee,  in its  sole  discretion,  may  determine)
following the purchase of shares of common stock by a  participant.  A fee fixed
by the  Agent or  transfer  agent,  as the case may be,  may be  charged  to the
participant  for the issuance of  certificates of shares of common stock and for
the replacement of lost  certificates.  The Committee may adopt, amend or repeal
any  guidelines for  requirements  necessary for the custody and delivery of the
common stock, including, without limitation, guidelines regarding the imposition
of reasonable fees in certain circumstances.

                  3.8 Discontinuing Payroll Deductions.  If a participant wishes
to discontinue employee contributions  entirely, he or she may do so by filing a
new  enrollment  form at any time.  Payroll  withholding  shall cease as soon as
reasonably  practicable  after such form has been  received by the  Corporation.
Discontinuation  of  payroll  deductions  shall be  treated  as an  election  to
withdraw from the Plan and amounts standing to the Participant's credit prior to
his or her election to discontinue  contributions shall be distributed to him or
her in accordance with Section 3.9.

                  3.9  Withdrawal or  Termination.  A  participant  may elect to
withdraw from the Plan by filing the prescribed form with the Corporation at any
time.  If the  participant  withdraws  from the Plan,  the  participant  will be
returned all accumulated payroll deductions which have not been used to purchase
stock,  without  interest.  A participant who discontinues  contributions to the
Plan under Section 3.8, or withdraws  from the Plan under this Section may again
become a participant,  if he or she is then an Eligible  Employee,  by following
the procedure described in Section 3.4.

                  3.10 Payment of Interest.  No interest will be paid or allowed
on any money paid into the Plan or credited to the account of any participant.

                  3.11  Termination.  In the event of a  participant's  death or
termination of employment,  the  discontinuance  of the Plan by the Corporation,
the election of the employee to withdraw from the Plan for any reason, or in the
event the employee is no longer an Eligible Employee,  all of such participant's
accumulated  payroll  deductions  contributed  to the Plan during the applicable
Quarter  Period  in  which  such  withdrawal  or  termination   occurs  will  be
distributed,  without interest,  to his or her name or order, or in the event of
death,  to the  name  of  his  or  her  legal  representative,  as  promptly  as
practicable and all options granted pursuant to this Plan shall terminate and be
null and void.

                  3.12 Limitation on  Subscriptions.  The total number of shares
of stock  available for purchase  under the Plan is 750,000  shares,  subject to
adjustment as set forth in Section 5. In the event that the aggregate  number of
shares that all  participants  are  eligible to purchase on a  Termination  Date
based on the amount of payroll withholdings exceeds the maximum number of shares
remaining  available for issuance under this Section,  then the number of shares
to which each

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participant is entitled shall be determined by multiplying  the number of shares
available  for issuance by a fraction,  the  numerator of which is the number of
shares that such participant is able to purchase and the denominator of which is
the number of shares that all participants are able to purchase.

                  3.13 Expenses.  All costs of maintaining records and executing
transfers will be borne by the Corporation.

                  3.14 Fair Market  Value.  The fair market  value of a share of
stock on any relevant date shall be determined in accordance  with the following
provisions:

                           3.14.1 If the stock at the time is neither listed nor
admitted  to trading on any stock  exchange  nor traded in the  over-the-counter
market, then the fair market value shall be the value of the stock as determined
by the Board of  Directors in their last  valuation  of the Stock,  after taking
into account such factors as the Board of Directors shall deem appropriate.

                           3.14.2  If the  stock  is not at the time  listed  or
admitted to trading on any stock exchange but is traded in the  over-the-counter
market,  the fair  market  value  shall be the mean  between the highest bid and
lowest asked prices (or, if such  information is available,  the closing selling
price) of one  share of stock on the date in  question  in the  over-the-counter
market,  as such prices are reported by the National  Association  of Securities
Dealers  through  its NASDAQ  system or any  successor  system.  If there are no
reported  bid and asked prices (or closing  selling  price) for the stock on the
date in  question,  then the mean between the highest bid price and lowest asked
price (or the closing  selling  price) on the last preceding date for which such
quotations exist shall be determinative of fair market value.

                           3.14.3 If the stock is at the time listed or admitted
to  trading  on any stock  exchange,  then the fair  market  value  shall be the
closing selling price of one share of Stock on the date in question on the stock
exchange  determined by the Committee to be the primary market for the stock, as
such price is officially  quoted in the composite tape of  transactions  on such
exchange.  If there is no reported sale of stock on such exchange on the date in
question,  then the fair market value shall be the closing  selling price on the
exchange on the last preceding date for which such quotation exists.

                  3.15 Fees and  Commissions.  Each  participant  shall be fully
responsible for (i) any brokerage fees and  commissions  charged for the sale of
common  stock  (but  not  brokerage  fees  and  commissions   charged  upon  the
acquisition  of the  stock;  and (ii)  any  taxes  owed by them as a  result  of
participation in the Plan.

                  3.16  Expiration  of Time to Exercise  Options.  To the extent
options granted pursuant to Section 4 herein are not exercised within five years
from the date such options are granted, such options shall be deemed expired and
shall no longer be exercisable.


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                  3.17 Priority. Payments made through payroll withholding shall
be applied to the options  granted to a  participant  in the order in which they
are  received,  i.e.  the  first  options  granted  shall be the  first  options
exercised.

         4.       Granting of Options.

                  4.1  Number of Option  Shares.  Upon  purchase  or  receipt of
common stock by the Agent for the Plan which the Corporation  determines it will
issue  options  that are subject to this Plan,  the Company  shall give  written
notice to all participating Eligible Employees. Such employees shall have twenty
(20) days from  delivery of notice to elect to  participate  in the  purchase of
such shares by delivering  to Agent written  notice  indicating  such  election.
Subject to the limitations  contained herein, each employee making such election
shall be deemed to have a right to  purchase  a maximum  number of shares of the
stock of the Company equal to an amount  determined as follows:  an amount equal
to (i) number of shares  purchased or acquired by the Agent  multiplied  by (ii)
the employee's  Base  Compensation  as specified in Section 3.6 divided by (iii)
the total Base  Compensation  of all employees  electing to  participate  in the
purchase  of shares  pursuant  to this  Section  4.1.  The  market  value of the
Company's stock shall be determined as provided in Section 3.14.

                  4.2 Option Price.  The option exercise price of option granted
pursuant  to this Plan shall be equal to or greater  than 85% of the fair market
value on the date of grant as determined by the Company.

         5.       Adjustments upon Changes in Capitalization.

                  5.1  Subdivision  or  Consolidation.  Subject to any  required
action by shareholders of the Corporation, the number of shares of stock covered
by  each  outstanding   option,  and  the  exercise  price  thereof,   shall  be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of stock of the Corporation resulting from a subdivision or consolidation
of shares or the  payment  of a stock  dividend  (but only on the  stock) or any
other increase or decrease in the number of such shares effected without receipt
of  consideration  by the  Corporation  including,  but not  limited to, a stock
split, reverse stock split,  recapitalization,  combination or reclassification.
Any fraction of a share subject to an option that would otherwise result from an
adjustment  pursuant to this Section shall be rounded  downward to the next full
number of shares without other  compensation or  consideration  to the holder of
such option.

                  5.2  Capital  Transactions.  Upon a sale or exchange of all or
substantially all of the assets of the Corporation, a merger or consolidation in
which the Corporation is not the surviving corporation, a merger, reorganization
or  consolidation  in which the  Corporation  is the surviving  corporation  and
shareholders of the Corporation exchange their stock for securities or property,
a liquidation of the Corporation or similar transaction ("Capital Transaction"),
this  Plan and each  option to  purchase  stock  issued  under  this Plan  shall
terminate,  unless such  options are assumed by a successor  corporation  in the
Capital Transaction, on the date of such Capital Transaction; provided, however,
that unless the  outstanding  options are assumed by a successor  corporation in
the Capital

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Transaction,  all funds held in any  participant's  account shall be returned to
such participant as set forth in Section 3.9.

                  5.3 Adjustments.  To the extent that the foregoing adjustments
relate to stock or securities of the Corporation, such adjustments shall be made
by the Committee,  whose  determination in that respect shall be final,  binding
and conclusive.

                  5.4 Ability to Adjust.  The grant of an option pursuant to the
Plan shall not affect in any way the right or power of the  Corporation  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structure  or to  merge,  consolidate,  dissolve,  liquidate,  sell or
transfer all or any part of its business or assets.

                  5.5 Notice of Adjustment.  Whenever the Corporation shall take
any  action  resulting  in any  adjustment  provided  for in this  Section,  the
Corporation  shall forthwith  deliver notice of such action to each participant,
which notice shall set forth the number of shares  subject to the option and the
exercise price thereof resulting from such adjustment.

                  5.6 Limitation on Adjustments.  Any adjustment,  assumption or
substitution shall not provide any participant with any additional benefit under
his or her option and shall comply with Section 425 of the Code, if applicable.

         6.  Transferability.  Options  granted under this Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or by the laws
of descent  and  distribution,  and may be  exercised  during the  lifetime of a
participant  only  by  such  participant.  Any  transfer  in  violation  of this
provision shall void such option.  No option shall be pledged or hypothecated in
any way,  nor shall any option be subject to  execution,  attachment  or similar
process.

         7. Rights as a  Shareholder.  A  participant  shall have no rights as a
shareholder  with respect to any stock  underlying  any option until the date of
the issuance to such  participant a certificate  for such shares.  No adjustment
shall  be made  for  dividends  (ordinary  or  extraordinary,  whether  in cash,
securities  or other  property) or  distributions  or other rights for which the
record  date is prior to the date such stock  certificate  is issued,  except as
provided in Section 5.

         8. No Right of Employment. Neither the grant nor exercise of any option
nor  anything  in this  Plan  shall  impose  upon the  Corporation  or any other
corporation any obligation to employ or continue to employ any participant.  The
right of the  Corporation  and any other  corporation  to terminate any employee
shall not be diminished  or affected  because an option has been granted to such
employee.

         9.  Amendment of the Plan.  The Board of  Directors of the  Corporation
may,  subject to any requested  shareholder  approval,  suspend,  discontinue or
terminate the Plan, or revise or amend it in any respect whatsoever.


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         10.  Term of  Plan.  This  Plan is  effective  on the  date the Plan is
adopted by the Board of  Directors  and options  may be granted  pursuant to the
Plan from time to time until June 30, 2008.

         11. Approval of Board of Directors and Shareholders. The Plan shall not
take effect until  approved by the Board of Directors of the  Corporation.  This
Plan shall be approved by a vote of the  shareholders  by June 30, 1999.  In the
event such  shareholder  vote is not obtained,  all options  granted  hereunder,
whether vested or un-vested, shall be rescinded and shall be null and void.

         12. Application of Funds. The proceeds received by the Corporation from
the  sale of  stock  pursuant  to  options  may be used  for  general  corporate
purposes.

         13.  Reservation of Shares.  The  Corporation,  during the term of this
Plan,  shall at all times  reserve and keep  available  such number of shares of
stock as shall be sufficient to satisfy the requirements of the Plan.

         14. No Obligation to Exercise  Option.  The granting of an option shall
not impose any obligation upon the participant to exercise such option.

         15. Withholding Taxes. Notwithstanding anything else to the contrary in
the Plan, the exercise of any option shall be  conditioned  upon payment by such
participant in cash, or other  provisions  satisfactory  to the Committee of all
local,  state and  federal  withholding  taxes  applicable,  in the  Committee's
judgment,  to the  exercise  or to later  disposition  of shares  acquired  upon
exercise of an option.

         16.  Securities Laws  Compliance.  Notwithstanding  anything  contained
herein,  the  Corporation  shall not be obligated to grant any option under this
Plan or to sell, issue or effect any transfer of any share pursuant to this Plan
unless such grant,  sale,  issuance or transfer is at such time  effectively (i)
registered  or exempt from  registration  under the Act,  and (ii)  qualified or
exempt from qualification under the California  Corporate Securities Law of 1968
and any other  applicable  state  securities laws. As a condition to exercise of
any option,  each participant shall make such  representations  as may be deemed
appropriate  by  counsel  to the  Corporation  for  the  Corporation  to use any
available  exemption from registration under the Act or qualification  under any
applicable state securities law. Any share certificates  issued pursuant to this
Plan shall bear any  applicable  legends  that may be  desirable or necessary as
determined in the sole and absolute discretion of the Corporation.

         17. Notices.  Any notice to be given under the terms of this Plan shall
be  addressed  to the  Corporation  in care of its  Secretary  at its  principal
office,  and any notice to be given to  participant  shall be  addressed to such
participant at the address  maintained by the  Corporation for such person or at
such other address as the participant may specify in writing to the Corporation.
All notices, requests, demands and other communications under this Plan shall be
in writing  and shall be deemed to have been duly given on the date of  delivery
if delivered  personally  to the party to whom notice is to be given,  or on the
third (3rd) day after mailing if mailed to the party to whom notice is given, by
first class  mail,  registered  or  certified,  postage  prepaid,  and  properly
addressed. Either party may

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change the address to which  notices to such party are to be addressed by giving
the other party hereto  written  notice of such change in the manner  herein set
forth.

         18. Effect of Plan.  The  provisions  of the Plan shall,  in accordance
with its terms,  be binding upon, and inure to the benefit of, all successors of
each employee  participating in the Plan,  including,  without limitation,  such
employee's estate and the executors,  administrators or trustees thereof,  heirs
and legatees,  and any receiver,  trustee in  bankruptcy  or  representative  of
creditors of such employee.

         19.  Arbitration.  In the event of any dispute  between the Corporation
and a  participant  regarding  this Plan,  the  dispute  and any issue as to the
arbitrability  of such dispute,  shall be settled to the exclusion of a court of
law, by arbitration in San Diego,  California,  by a panel of three  arbitrators
(each party shall choose one arbitrator and the third shall be chosen by the two
arbitrators so selected) in accordance with the Commercial  Arbitration Rules of
the American Arbitration  Association then in effect. The decision of a majority
of the arbitrators shall be final and binding upon the parties. All costs of the
arbitration  and the fees of the  arbitrators  shall be  allocated  between  the
parties as determined by a majority of the  arbitrators,  it being the intention
of the parties that the prevailing party in such a proceeding be made whole with
respect to its expenses.

         20. Governing Law. This Plan shall be governed by the laws of the State
of California.

         21. Descriptive Headings. Titles to Sections are solely for information
purposes.

         22.  Information.  All  participants  in the Plan shall be  distributed
financial statements of the Corporation at least annually.

         23. Rule 16(b). To the extent required,  the Plan is intended to comply
with Rule  16(b)(3)  of the  Exchange  Act as then in  effect  or any  successor
provisions  ("Rule  16(b)(3)") and the Committee  shall interpret and administer
the  provisions of the Plan in a manner  consistent  therewith.  Any  provisions
inconsistent  with Rule 16(b)(3) shall be  inoperative  and shall not affect the
validity  of  the  Plan.   The   Committee   may  establish  and  adopt  written
administrative guidelines,  designed to facilitate compliance with Section 16(b)
of the Exchange Act and Rule  16(b)(3),  as it may deem  necessary or proper for
the  administration  and operation of the Plan and the  transaction  of business
thereunder.

         As adopted by the Board of Directors effective _________________.


                                     PHOTOMATRIX, INC., a California corporation


                                     By:
                                     Its:


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