EXHIBIT 10.1

            [LOGO]
Member of NASD, MSRB and SIPC
    EMPIRE FINANCIAL GROUP, INC
   14 East 60 Street, 2nd Floor
         NY, NY I0022
         646-329-7007
         973-277-3634

Mr. Peter Katevatis
Chief Executive Officer/ President
Mediscience Technology Corporation
1235 Folkestone Way
Cherry hill, NJ 08034


Re: Proposed Firm Commitment public offering


Dear Mr. Katevatis:

We  are  pleased  to  submit  the  following  proposal  with  respect  to a firm
commitment public offering by Mediscience  Technology  Corporation's  subsidiary
for diagnostic pill called Photonic  Explorer  ("Mediscience"  or "the Company")
for a minimum of $5 million  and a maximum  of  $10,000,000,  the price of which
shall be  determined  by the market  price  prior to the  Effective  Date of the
offering closing. This letter slates certain conditions and assumptions upon the
proposed offering by Empire Financial Group (EFH). It is our intent, immediately
prior to the  Effective  Date,  to enter into a "Firm  Commitment"  Underwriting
Agreement with  MEDISCIENCE.  The Underwriting  Agreement shall provide that the
Underwriter  shall be committed  to take and pay for all of the Shares,  if none
are purchased.  The Underwriting  Agreement and related agreements shall contain
such terms and  conditions  as are  customarily  contained in agreements of such
character and among other things, provide for the following:

      a)    An underwriting  discount of eight percent (8%) of the amount raised
            in the offering.

The sale to EFH and/or its designees,  at the time of the dosing of the offering
specified in the  Underwriting  agreement  (the  "Closing  Date")  warrants (the
"Underwriters Warrants") to purchase that aggregate number of shares as would be
equal to three (3%) of the total  number of shares  sold  pursuant to the public
offering.   Neither  the  Underwriter's  Warrants  nor  any  of  the  securities
underlying   the   Underwriter's   Warrants   (Collectively,    the   Underlying
Underwriter's

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      b)    Warrants  and  Underlying   Underwriter's   Securities")   shall  be
            redeemable by the Company. The Underwriter's Warrants and Underlying
            Underwriter's  Securities  are  hereinafter  sometimes  collectively
            referred to as the "Underwriter's Securities".

      c)    The Underwriter's Warrants will be exercisable between the first and
            fifth anniversary dates of the Effective Date {the "Warrant Exercise
            Term"). EFH will agree that during the (1) year period following the
            Effective Date, it will not transfer the  Underwriter's  Warrants or
            the  underlying  Underwriter's  Securities,  except to EFH officers,
            partners or members of the selling group. The Underwriter's Warrants
            shall be  exercisable  at a price per unit equal to one  hundred and
            twenty  percent  (120%) of the public  offering  price of the common
            snares and shall be  exercisable  at any time from time to time,  in
            whole or in. part, during the warrant Exercise Term.

            The  Underwriter's  Warrants shall contain such terms and conditions
            as are  satisfactory  in form and  substance to EFH, the Company and
            their   respective    counsel,    including,    without   limitation
            anti-dilution and exercise  provisions.  At any time during the five
            (5) years  commencing  after the Effective Date of the  Registration
            Statement,   EFH  (or  the  then   holders  of  a  majority  of  the
            Underwriter's Warrants of the Underlying  Underwriter's  Securities)
            shall have the right to require  the  Company to prepare  and file a
            Post-Effective  amendment  to the  Registration  Statement  or a new
            Registration Statement, if then required under the Securities Act of
            1933 (the "Act"),  covering all or any portion of the  Underwriter's
            Warrants and/or the Underlying Underwriter's Securities, Mediscience
            Technology  Corporation  shall  bear all  expenses  incurred  in the
            preparation  and  filing  of such  Post-Effective  Amendment  or new
            Registration Statement.

            In  addition,  if at any time during the Warrant  Exercise  Term the
            Company shall prepare and file one or more  Registration  Statements
            under the Act,  with respect to a public  offering of equity or debt
            securities of the Company,  or of any such securities of the Company
            held  by  its  shareholders,   the  Company  will  include  in  such
            Registration  Statement such number of Underwriter's Warrants and/or
            Underlying Underwriter's Securities held by EFH and its designees or
            transferees as may be requested.

            The Company shall bear ail fees and expenses incurred by the Company
            in connection with the  preparation and filing of such  Registration
            Statement, in the event of such a proposed registration, the Company
            shall furnish the then holders of outstanding Underwriter's Warrants
            and Underlying  Underwriter's  Securities  with not less than thirty
            (30) days written  notice  prior to the  proposed  date of filing of
            such  Registration  Statement Such notice shall continue to be given
            during  the  Warrant   Exercise  Term  by   Mediscience   Technology
            Corporation   to  such  holders  until  such  time  as  all  of  the
            Underwriter's Warrants and Underlying  Underwriter's Securities have
            been  registered.  The  holders  of  the  Warrant  Securities  shall
            exercise  the  "piggy-back"  rights  provided  for  herein by giving
            written  notice,  within  twenty  (20)  days of the  receipt  of the
            Company's notice of its intention to file a Registration Statement


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      d)    The  Company  will  bear ail fees,  disbursements  and  expenses  in
            connection   with  the   proposed   offering,   including,   without
            limitation,   the   Company's   legal   and   accounting   fees  and
            disbursements,  the costs of preparing,  printing and delivering the
            Registration  Statement,  Prospectus and amendments,  post-effective
            amendments and supplements thereto,  the Underwriting  Agreement and
            documents and "Blue Sky"  memoranda  (all in such  quantities as EFH
            may require},  preparing and printing stock certificates and warrant
            certificates,   filing  fees,   costs  and   expenses   incurred  in
            registering  the offering  with National  Association  of Securities
            Dealers,  Inc.  (The  "NASD"),   filing  fees,  costs  and  expenses
            (including fees and  disbursements of counsel) incurred m qualifying
            the  offering  under the "Blue Sky* laws of the states  specified by
            EFH transfer taxes, transfer agent and registrar fees, out-of-pocket
            costs,   exclusive  of  salaries  and  overhead,   of  holding  "due
            diligence"   meetings   and  the  costs  of  placing  a   tombstone*
            advertisement in The Wall Street Journal,

      e)    in  order to  reimburse  EFH for  those  costs,  less  all  expenses
            customarily   incurred  by  an   underwriter   during  the  process,
            Mediscience    Technology   Corporation   shall   pay   to   EFH   a
            non-accountable expense allowance in the amount of the three percent
            (3%)  of  the  gross   proceeds  of  the  offering   (including  the
            over-allotment  option),  which shall include fees and disbursements
            of EFH's  counsel,  which shall  include fees and  disbursements  of
            EFH's counsel, of which Twenty-five Thousand Dollars ($25,000) shall
            be paid by the Company upon the filing of the Registration Statement
            with the Securities and Exchange Commission. The Company wilt retain
            EFH as a financial consultant, for a period of twenty-four months to
            commence on the  Closing  Date,  at a monthly  fee of five  thousand
            Dollars ($5,000.00),  all of which is payable on the closing of this
            offering.  In addition,  the consulting agreement shall provide that
            the  Company  will pay EFH a "Lehman  formula"  finder's  fee in the
            event that EFH originates a merger, acquisition, to joint venture or
            other transaction to which EFH is a party. If Mediscience originates
            such, then EFH shall act as Mediscience exclusive  representative on
            a negotiated fee basis.

      f)    The Company shall pay for all "Blue Sky" filing fees as requested by
            EFH  and  costs  and   expenses  of  "Blue  Sky*   registration   or
            qualification  (including  fees and  disbursements  of  EFH's  legal
            counsel). The Company shall also pay as due, the state registration,
            qualification  and filing fees, NASD filing fees and accountable out
            of  pocket  disbursements  in  connection  with  such  registration,
            qualification or filing.

      g)    For the purpose of covering over-allotments, if any, which may occur
            during the  distribution  and sale of the shares,  the Company  will
            grant EFH an option to purchase all or part of an additional  number
            of  shares  and or  warrants  as will be equal to not more  than ten
            percent (10%),  of the total number of shares  initially  offered to
            the  public,  for the period of sixty  (60) days from the  effective
            Date.  Such  over-allotment  period,  and any shares and or warrants
            purchased  by EFH  pursuant  to such  option  shall be resold to the
            public on the same  terms as the  initially  offered  shares  and or
            warrants.

      h)    Mediscience  Technology  Corporation agrees not to permit or cause a
            public  sale or public  offering  of any of its  securities  (in any
            manner,  including  pursuant  to  Rule  144  under  the  Act)  owned
            nominally or beneficially by the Company's  officers,  directors and
            shareholders owning five percent (5%) or more of the

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            Outstanding  shares  of Common  Stock  for a period  of twelve  (12)
            months  following  the  Effective  Date without  obtaining the prior
            written  approval  of EFH.  EFH has agreed to exempt a total of five
            hundred  thousand  (500,000) shares to be designated by the Company,
            which will have only a twelve (12) month similar sale restriction.

            Mediscience  Technology  Corporation  shall  cause  such  persons to
            execute  an  agreement  with  EFH,  in  conformance   with  ail  SEC
            regulations  eliminating "acting in concert" issues,  regarding such
            restrictions,  in form and substance,  satisfactory  to the Company,
            EFH and  their  respective  counsels.  Ho  employee  of  Mediscience
            Technology  Corporation,  will receive an annual salary In excess of
            two hundred and fifty thousand dollars ($250,000.00) for a period of
            twenty four (24) months from the Effective Date.


      i)    The Company  shall  continue to retain as Its  accountants a firm of
            independent   certified  public  accountants-   Morison  Cogen  LLC-
            acceptable  to EFH for  twenty-four  (24) months from the closing of
            the offering. Such accounting firm shall have responsibility for the
            preparation of the financial  statements and financial exhibits,  if
            any, to be included in the Registration Statement, and shall prepare
            all certified  financial  statements and schedules to be included in
            the  Registration  Statement The Company shall  initially  retain as
            lawyers Peter  Hirschfield  Esq. 1035 PARK Ave.NY.NY  ($46) 827 8362
            acceptable to EFH, which is expert in securities law matters, and in
            the  regulatory  aspects  of  Mediscience   Technology   Corporation
            proposed business for a period of twelve (12) months.

      j)    The Company  shall have the Shares  approved  for  quotation  on the
            AMEX, the NASDAQ  National  Market  System,  or the NASDAQ Small Cap
            Market and/or the Boston Stock Exchange,  effective on the Effective
            Date. By the Effective  Date, the Company shall have  registered its
            Common Stock with the Securities and Exchange  Commission  under the
            provisions of the  Securities  Exchange Act of 1934 and will use its
            best efforts to maintain such registration in effect for a period of
            at least five years from the Effective Date. The Company agrees that
            it will,  prior to the  Effective  Date,  register  with,  and for a
            period of five (5) years from the Effective  Date remain covered by,
            the corporate Record Savings and Annual Report  Information  Service
            published by Standard & Poor's Corporation.

      k)    If the sale of the shares is completed:

            i.    The Company  shall retain an  investor/public  relations  firm
                  reasonably  acceptable to EFH for a period of twenty-four (24)
                  months from the Effective Date.

            ii.   The Company  will  accept an advisor of EFH,  as a  non-voting
                  advisor  to,  its Board of  Directors,  such  designee,  shall
                  attend  meetings  of the Board and receive  reimbursement  for
                  reasonable  costs  incurred in attending such meetings as well
                  as any compensation received by other "outside8 Directors.  To
                  the extent  permitted by law,  Company will agree to indemnify
                  EFH and its  designee  for the  actions of such  designee as a
                  director  of the  Company.  In the event  Company  maintains a
                  liability  insurance policy affording coverage for the acts of
                  its officers and



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            Directors,  it will agree,  if possible,  to include each of EFH and
            its designee as an insured under such policy.

            iii.  To  the  extent  permitted  by  law,  Mediscience   Technology
                  Corporation  will agree to indemnify  EFH and its designee for
                  the actions of such designee as a director of the Company.  In
                  the  event  Mediscience  Technology  Corporation  maintains  a
                  liability  insurance policy affording coverage for the acts of
                  its officers and  directors,  it will agree,  if possible,  to
                  include each of EFH and its designee as an insured  under such
                  policy.

            iv.   The Company shall continue to retain Registrar and Transfer Co
                  Attn: Henry Farrell MTC account manager (800) 8661340 ext 1297
                  a transfer agent  reasonably  acceptable to EFH for the Common
                  Stock  for  a  period  of  twelve  (12)  years  following  the
                  Effective  Date, at the request of EFH the Company shall cause
                  such transfer  agent to provide EFH on a quarterly  basis with
                  copies of the Company's stock transfer sheets. v. For a period
                  of not less than twenty (24) months from the  Effective  Date,
                  the Company will  provide to EFH on a timely  basis  quarterly
                  statements  setting  forth  such  information   regarding  the
                  Company's operations and financial position (including balance
                  sheet,   profit  and  loss   statements   and  data  regarding
                  outstanding  purchase  orders)  as is  regularly  prepared  by
                  management of Mediscience Technology Corporation.

               vi.    Mediscience   Technology  Corporation  shall  not  file  a
                      Registration  Statement except Form S-8 (or any similar or
                      successor  form)  for  a  period  of  one  year  from  the
                      Effective  Date,  with the exception of ESOP,  without EFH
                      consent.  The Company shall not,  without  EFH*s  consent,
                      sell any securities under Regulation S.

The Company represents and warrants to EFH that (I) it is not obligated to pay a
finder's fee or consulting fee to anyone in connection with the  introduction of
Mediscience  Technology Corporation to EFH: (ii) during the prior twelve months,
it has not paid any moneys or other compensation or issued any securities to any
member of the NASD, or to any affiliate or associate of such a member, or to any
person in  consideration  for such  person  raising  funds for the  Company,  or
providing  consulting  services to the Company,  regarding  this initial  Public
Offering,  except  for  payment  to EFH  hereunder,  and (ii) no  holder  of the
Company's  securities  has (A) any right to  "piggyback"  its  securities on the
Registration Statement or (B) any right to demand registration of its securities
(which  will not be modified  so that it cannot be  exercised  until at least 18
months after the Effective Date).

EFH  reserves  the  right  in its sole  discretion,  to  reduce  any item of its
compensation  or adjust  the  terms  thereof  (including  the  number,  type and
exercise price of the  Underwriter's  Warrants) as specified herein in the event
that a determination should be made by the NASD and/or the securities department
of any jurisdiction in which the offering is "Blue Skied" to the effect that its
aggregate  compensation  is  excessive  or that the terms  thereof  require such
adjustment. Any such reduction or adjustment shall not affect any other terms or
provisions of the Letter of Intent

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if the  foregoing  correctly  sets forth our  understanding  with respect to the
proposed  offering  on behalf of the  Company,  will you  please so  confirm  by
signing and returning one copy of this letter,  together with a check payable to
EFH,  in the  amount  of  Fifteen  Thousand  Dollars  ($15,000.00),  before  due
diligence  can begin  whereupon we will  instruct our counsel to cooperate  with
counsel  for the  Company in the  preparation  of the  appropriate  Registration
Statement under the Act, the Underwriting  Agreement and related documents so as
to expedite the successful consummation of the public offering.





Very Truly Yours,



 EMPIRE FINANCIAL GROUP, INC.


 By:._______________________________________
 Don Wojnowski, CEO

 Accepted and confirmed:



 Mediscience TECHNOLOGY CORPORATION



 By: /s/ Peter Katevatis CEO 6/10/06
 Mr. Peter Katevatis CEO