Exhibit 10.49


    UCSD
      Case
      No. SD2002-180

    


    AMENDMENT
      NO.1 TO THE

    LICENSE
      AGREEMENT

    EFFECTIVE
      MARCH 12, 2003

    BETWEEN
      OCUSENSE INC.

    AND

    THE
      REGENTS OF THE UNIVERSITY OF CALIFORNIA

    FOR

    INVENTION
      DOCKET NO. SD2002-180

    "VOLUME
      INDEPENDENT TEAR FILM OSMOMETER"

    


    This
      amendment to the agreement (this "Amendment") is made by and between OcuSense
      Inc. located at 1820 Holmby Avenue #4, Los Angeles, California 90025
      ("OCUSENSE") 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"), as 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").

    


    When
      signed by both parties, this Amendment is effective as of the date of the last
      signature below ("Effective Date").

    


    Whereas,
      OCUSENSE
      and University entered into a license agreement for the UCSD Case cited above,
      UC Control No. 2003-03-0433, effective March 12, 2003
      ("Agreement");

    


    Whereas,
      OCUSENSE
      and University wish to amend the Agreement to include certain corrections and
      modifications.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and premises contained
      herein, the receipt and sufficiency of which is hereby acknowledged, the parties
      amend the Agreement as follows:

    


    1.
      Section 1.5 of the Agreement is hereby amended in its entirety to read as
      follows:

    


    1.5         
      "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.

    


    2.
      Section 5.2 of the Agreement is hereby amended in its entirety to read as
      follows:

    


     5.2
      Patent Infringement.

    


    
      	 	
                       
                (a) 

            	
              If
                LICENSEE learns of any substantial infringement of Patent Rights,
                LICENSEE
                shall so inform UNIVERSITY and provide UNIVERSITY with reasonable
                evidence
                of the infringement, and UNIVERSITY hereby agrees to take no action
                for at
                least ninety (90) days thereafter. If UNIVERSITY, to the extent of
                the
                actual knowledge of the Licensing Officer responsible for administration
                of the Agreement, learns of any substantial infringement of Patent
                Rights,
                UNIVERSITY shall so inform LICENSEE and provide LICENSEE with reasonable
                evidence of the infringement, and LICENSEE hereby agrees to take
                no action
                for at least ninety (90) days thereafter. Neither party shall notify
                a
                third party of the infringement of Patent Rights without the consent
                of
                the other party. Both parties shall use reasonable efforts and cooperation
                to terminate infringement without
                litigation.

            


    

    


    
      	(b)  	
              If
                infringing activity of potential commercial significance by the infringer
                has not been abated within ninety (90) days following the date notice
                of
                such infringing activity is given to the other party pursuant to
                5.2(a)
                above, the LICENSEE shall have the first right to institute suit
                for
                patent infringement against the infringer. UNIVERSITY may voluntarily
                join
                such suit at its own expense, but may not thereafter commence suit
                against
                the infringer for the acts of infringement that are the subject of
                the
                Licensee's suit or any judgment rendered in that suit. The LICENSEE
                may
                not join UNIVERSITY in a suit initiated by the LICENSEE without
                UNIVERSITY's prior written consent, provided, however, that if UNIVERSITY
                is determined by a court to be a necessary or required party in any
                such
                suit, then no consent shall be required. If, in a suit initiated
                by the
                LICENSEE, UNIVERSITY is involuntarily joined other than by the LICENSEE,
                or if UNIVERSITY is joined because it is deemed to be a necessary
                or
                required party, the LICENSEE will pay any costs incurred by UNIVERSITY
                arising out of such suit, including but not limited to, any reasonable
                legal fees of counsel that UNIVERSITY selects and retains to represent
                it
                in the suit.

            


    

    


    
      	(c)  	
              Subject
                to the immediately following sentence, recoveries from actions brought
                by
                LICENSEE pursuant to Paragraph 5.2(b) shall belong to the LICENSEE,
                provided, however, that the amount such recoveries exceed LICENSEE's
                expenses (and UNIVERSITY's expenses if it voluntarily joins such
                suit, in
                which case UNIVERSITY shall be reimbursed its expenses if such expenses
                are not otherwise awarded to UNIVERSITY) for such actions (the "Net
                Award") shall be (i) subject to the royalty in Paragraph 3.1(g) above
                if
                the Net Award of any such recovery is considered to be the recovery
                of
                LICENSEE's "Net Profits" that were lost due to the infringing activity
                or
                if the court does not specify how the amount of recovery was calculated,
                and such recovery includes the royalties that would have been paid
                to
                UNIVERSITY, for cases in which the UNIVERSITY is not a party, or
                (ii)
                subject to the sublicensing royalties in Paragraph 3.l(e) or 3.l(f)
                above
                as may be appropriate if the Net Award is considered to be "royalties"
                payable to LICENSEE as if in a LICENSEE-Sublicensee relationship,
                for all
                cases whether or not UNIVERSITY is a party, or (iii) to the extent
                the
                immediately preceding subparagraph (ii) does not apply, shared
                proportionately according to costs borne by each party if the UNIVERSITY
                voluntarily joins or is involuntarily joined as a party, provided,
                however, that in this scenario, UNIVERSITY shall receive a minimum
                of 5%
                of the Net Award if the UNIVERSITY is not otherwise awarded the royalties
                that would have been paid to UNIVERSITY. In a LICENSEE initiated
                suit to
                which the UNIVERSITY is a party (whether voluntarily or involuntarily),
                enhanced damages, i.e. damages assessed against the infringer(s)
                as a
                penalty, such as trebling of damages for willful infringement should
                be
                shared 50/50 between the LICENSEE and the UNIVERSITY after all expenses
                for each party have been paid or reimbursed. If LICENSEE has not
                initiated
                any action to abate the infringing activity within ninety (90) days
                after
                the expiration of the ninety (90) days after notice of such infringing
                activity is given to the other party pursuant to 5.2(a) above, then
                UNIVERSITY shall have the right to bring such suit, and recoveries
                from
                such actions brought by UNIVERSITY shall belong entirely to
                UNIVERSITY.

            


    

    


    
      	(d)  	
              Each
                party shall cooperate with the other in litigation proceedings at
                the
                expense of the party bringing suit. Litigation shall be controlled
                by the
                party bringing the suit, except that UNIVERSITY may be represented
                by
                counsel of its choice in any suit brought by
                LICENSEE.

            


    

    


    Except
      as
      amended and set forth above, the Agreement shall continue in full force and
      effect.

    


    This
      Amendment may be executed in any number of counterparts, each of which will
      be
      deemed an original, and all of which together shall constitute one
      instrument.

    


    
      
        
        

      

      
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    If
      one or
      more provisions of this Amendment are held to be unenforceable under applicable
      law, such provision shall be excluded from this Amendment and the balance of
      the
      Amendment shall be interpreted as if such provision was so excluded and shall
      be
      enforceable in accordance with its terms.

    


    This
      Amendment, together with the Agreement, constitutes the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and thereof.

    


    This
      Amendment shall be governed by and construed under the laws of the State of
      California as applied to agreements among California residents entered into
      and
      to be performed entirely within California.

    


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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
      License Agreement.

    


    
      


      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
      6/9/03                                                                                                                                                                                        Date
      6/2/03

    


    


    
      
        
        

      

      
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