Exhibit 99.1

Memorandum of  Understanding  between  Mediscience  Technology  Corporation  and
Infotonics Technology Center, Inc.
          -----------------------

                               September 28, 2006


Background:
-----------

Over the past nine months  Infotonics  management has consulted with Mediscience
(management) on the  commercialization  of photonics technology for diagnosis of
cancer  using  optical  fluorescence  via  two  advanced  medical  products,  CD
Ratiometer (CDR) and Optical Biopsy Pill (OBP).

Significant progress has been made in '06 including:
   o  Quotations for building commercial prototypes of CD Ratiometer product
   o  OBP Research Project sponsored at Syracuse University by Infotonics
   o  Quantification of gaps in OBP research done at CUNY
   o  Creation of new patent  opportunity  (proprietary to Mediscience)  for OBP
      product
   o  (Firm)  Commitment by investment banker (subject to due diligence) to fund
      commercialization of OBP
   o  Identification of CTO candidate for OBP NEWCO

The  commitment  of time  required  to sustain  this  progress  towards  product
commercialization  has reached a level where Infotonics now requires a full-time
Commercialization  Program  Manager.  Some  of the  immediate  challenges  to be
addressed include:
   o  Submission of proposal to NYSTAR by October 20th for $750K TTIP grant
   o  Establish partnership with a university Cancer Medical Center for clinical
      support
   o  Co-ordination of pre-evaluation of GI tissue testing at CUNY
   o  Management of  subcontracts to deliver CDR commercial  product  prototypes
      for FDA trials
   o  Complete a freedom-of-use patent analysis study
   o  Project management of the NYSTAR grant program over 12 months
   o  Preparation of DRAFT NEWCO business plan for OBP
   o  Commercialization  Program  Management  of  multi-million  dollar  venture
      capital  investment  to  deliver  commercial  prototype  OBP in 18  months
      followed by FDA clinical trials
   o  Preparation  of an OBP  factory  design  concept  and  capital  investment
      estimate proposal


Infotonics Commercialization Seed Funding request:
--------------------------------------------------

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<PAGE>

Infotonics is requesting  $10,000 per month of seed funding from Mediscience for
a period  of up to five  months  to  sustain  and  accelerate  progress  towards
technology commercialization.

Within  five  months  time,  funding  from the NYSTAR  TTIP grant  award and the
(initial)  bridge  funding  from Empire  Financial  should  become  available to
continue the product commercialization program.

Upon  receipt of the initial  $2-3M of bridge  funding  from  Empire  Financial,
Infotonics agrees to reimburse Mediscience within 30 days for the full amount of
Commercialization  Seed Funding that has been  provided to  Infotonics  per this
request.

Infotonics  will use this  Commercialization  Seed  Funding to hire and assign a
full-time  Commercialization Program Manager to continue and accelerate our best
efforts on behalf on Mediscience to achieve product commercialization success in
the market place.

In the event that the technology should prove to be commercially  non-viable and
that Empire Financial  chooses not to invest,  and like any new technology there
is some risk involved here,  then  Infotonics  will not be required to reimburse
Mediscience for this Commercialization Seed Funding of up to $50K.


Agreement:
----------

By jointly  signing  this MOU,  Infotonics  and  Mediscience  agree to the terms
described above and the first Commercialization Seed Funding will be provided by
October 2, 2006.




-------------------                           ------------------

s/sPeter Katevatis Esq.                       s/sDavid R. Smith
Chairman/CEO                                  President and CEO
Mediscience Technology Corp.                  Infotonics Technology Center, Inc.


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