Agreement Between
               BioModa Inc. and Advanced Optics Electronics, Inc.

Whereas BioModa Inc. (BMI) is in the early stages of developing products for the
early detection,  imaging, treatment, and management of lung cancer, and whereas
BMI needs operating capital: and

Whereas Advanced Optics  Electronics,  Inc. (ADOT), is a sophisticated  investor
that has read the previously  SEC-qualified  BioModa  Offering  Memorandum  (not
presently  active) as well as the October 1997 version of the BMI business plan;
and

Whereas ADOT is interested in investing in BMI;  therefore BMI and ADOT agree to
the following terms.

ADOT will  initially  purchase a Certificate of Deposit in the amount of $10,000
(the "CD") from Los Alamos National Bank, which ADOT agrees to permit BMI to use
as  collateral  for a $10,000 loan from Los Alamos  National  Bank to BMI, to be
used to pay a $10,000  annual  licensing fee to University of  California.  ADOT
agrees to transfer  ownership of this CD, in exchange  for 59,940  shares of BMI
common stock,  before such time as an additional round of financing is completed
that values the total company (stock price x shares outstanding after completion
of said  financing)  at $1.5 million or more.  In addition,  upon receipt of the
$10,000 loan from Los Alamos  National  Bank, BMI will issue to ADOT warrants to
purchase an additional 100,952 shares of common stock,  exercisable at $0.20 per
share.  These warrants  shall expire 90 days from the date of issue.  With stock
obtained  from the transfer of the CD and the  exercise of all issued  warrants,
ADOT will own 5% of the common stock outstanding in BMI, compared with the stock
issued and  outstanding  (including  stock  issuable under warrants and options)
prior to the first  round of  financing  is  completed  that  values BMI at $1.5
million or more. Should the number of shares  outstanding  (including the shares
to be issued for the CD transfer) increase after issuance of the warrants,  then
the number of shares  available  under  warrants  will be  adjusted so that upon
exercise of all warrants,  ADOT would own 5% of the  outstanding  shares of BMI,
including the shares to be issued in exchange for the CD transfer.

It is agreed  that ADOT will  assist BMI in  completing  a next round of funding
that will  place a value on BMI equal to or  greater  than $1.5  million.  It is
anticipate that this round of funding will be  accomplished  with the investment
of $300,000 in exchange for 631,578  shares,  at a price of not less than $0.475
per share.  In exchange for this  assistance,  BMI will issue to ADOT options to
purchase  248,950  shares at a price per share of $0.38 (80% of the  anticipated
per share offer  price of $0.475).  These  options  will be issued upon  written
notice from ADOT to BMI that  specific  investors  have agreed in  principle  to
investing $300,000 in BMI under the aforementioned terms. The options


/s/ JG
                                       1
<PAGE>

will be  exercisable  for one year  from date of issue.  Should  the  previously
specified  funding  occur under terms that result in a greater  number of shares
subject  to  options  by ADOT will be  increased  so that upon  exercise  of his
options,  ADOT would own 10% of the outstanding  shares of BMI, including shares
issued in  exchange  for the CD  transfer  and shares of BMI,  including  shares
issued in exchange for the CD transfer and shares covered by outstanding warrant
and option agreements. Should the previously described funding occur under terms
that result in a share price  different from the  anticipated  $0.475 per share,
then the price of the  options  will be  adjusted  correspondingly,  so that the
option price per share remains at 80% of the price to the new investors.

It is agreed that ADOT's stock,  option,  and warrant holdings will be preserved
against dilution to the same extent as those of the three principal shareholders
of BMI. In addition, ADOT will always have the right, but not the obligation, to
maintain his  percentage  ownership in BMI by  participating  in any  subsequent
rounds of financing at the established price per share for new investors.

Miscellaneous

     a.   Waivers. No waiver by any party hereto of any right or remedy shall be
          effective unless in writing and signed by the party waiving said right
          or remedy. A waiver of a right or remedy under this Agreement is not a
          waiver of the fight or remedy on any subsequent occasion.

     b.   Notices.  All  notices,  requests,   demands,   approvals,  and  other
          communications which are required or may be given under this Agreement
          shall be in writing and shall be delivered  or mailed,  by first class
          mail, postage prepaid, to the party at the address set out hereinabove
          or to such other address as such party shall have  specified by notice
          in writing to the other party. Any such notice shall be deemed to have
          been received on the date of actual receipt.

     c.   Sections and Other Headings.  The section and other headings contained
          in this Agreement are for reference purposes only and shall not affect
          the meaning or interpretations of this Agreement.

     d.   Governing  Law.  This  agreement,  and all  transactions  contemplated
          hereby,  shall be governed by,  construed  and enforced in  accordance
          with the laws of the State of New  Mexico.  The parties  herein  waive
          trial by jury and  agree to submit to the  personal  jurisdiction  and
          venue of a court of subject matter jurisdiction  located in Bernalillo
          County, State of New Mexico. In the event that litigation results from
          or arises out of this Agreement or the performance hereof, the parties
          agree to reimburse the prevailing party's reasonable  attorney's fees,
          court  costs,  and all other  expenses,  whether or not taxable by the
          court  as  costs,  in  addition  to any  other  relief  to  which  the
          prevailing party may be entitled.

/s/ JG


                                       2
<PAGE>

     e.   Dispute  Resolution.  In the event of dispute  regarding  the terms of
          this  Agreement,  the parties will attempt in good faith to settle the
          dispute by arbitration  under the Commercial  Arbitration Rules of the
          American  Arbitration  Association,  in accordance  with the terms and
          conditions of this Agreement.

Having read and understood this document which consists of two (3) pages, and in
agreement,   the  designated   parties  affix  their   signatures   below.   Fax
transmissions  of originally  signed copies of this  agreement are acceptable as
originals  until such  originally  signed copies are  delivered.  This agreement
supersedes any other previous written or oral, implied or explicit agreements.

Advanced Optics Electronics, Inc.


/s/ Leslie S. Robins                                      December 31, 1997
---------------------------                               --------------------
by: Leslie S. Robins, Executive Vice President            Date


BioModa Inc.


/s/ Jeff Garwin                                           December 30, 1997
----------------------------                              --------------------
by: Jeff Garwin, MD, PhD                                  Date
    CEO, BioModa Inc.


/s/ JG


                                       3