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                                                                    EXHIBIT 10.9

                            [Translated From Hebrew]


                                                                   Date: 1/11/93

To:
The Industrial Research and Development Institute
P.O.B. 2179
JERUSALEM



Dear Sir,

Re:   LETTER OF UNDERTAKING AND NOTICE OF COMMENCEMENT OF IMPLEMENTATION OF
      APPROVED R&D PROGRAM

Subject of Research CELL SCANNING APPARATUS

File no.  165/7

We hereby notify you that we have begun to implement the approved program, in
accordance with the above referenced letter of approval, on 1.6.93.

We declare that we are aware that the above referenced grant will be paid
subject to the terms of the approval.

1.    The attached budget, inclusive of all details, conditions and attachments,
      constitutes a binding framework, and expenses that deviate from this
      detailed framework will not be recognized, unless approved by the
      Institute for Industrial Research.

2.    The factory will be entitled to an advance in an amount not to exceed 25%,
      contingent upon the factory having made a real start in implementing the
      program, or to payment in accordance with a financial report.

3.    All additional payments will be made in accordance with a detailed
      financial report that is in line with the procedures of the Institute for
      Industrial Research. The payment will be made after examination of said
      report. The recipient of the grant must submit a financial report at least
      once every 3 months and a technical report at least once every half year.

4.    The financial report will be approved as being correct by an authorized
      representative of the factory, and documents evidencing actual payment to
      subcontractors must be attached thereto, if such expense is reported.

5.    The advance will be offset against the payments that are due on account of
      the financial reports, with the exception of 8.3%, which will remain as a
      current advance.

6.    All payments within the context of the approved grant will be deemed
      payment on account alone, pending receipt of the final financial report.
      By the final report, no more than 90% (including the standing advance) of
      the grant will be paid, and the balance will be paid only after receipt of
      the conclusive final report and technical report, together with
      confirmation by an accountant acting for the company. The payment will be
      made after the reports are examined by professional evaluators acting for
      the Institute for Industrial Research.

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7.    For a period of 5 years from the commencement of implementation of the
      approved program, or 4 years from submission of the final financial
      report, whichever is later, the company's accounts, including the
      company's balance sheet, will be open for inspection by or on behalf of
      the Institute for Industrial Research.

8.    The Institute for Industrial Research will be entitled to offset any and
      all sums which it is owed by the recipient of the support, against the
      grant which is hereby approved.

9.    The recipient of the grant will not be permitted to terminate
      implementation of the program, other than with the written approval of the
      Head of the Institute for Industrial Research. In the event of the program
      being terminated without approval, the Institute for Industrial Research
      will be permitted to demand repayment of the grant, together with interest
      and linkage according to law.

10.   The recipient of the grant must submit a final financial report, approved
      by an accountant acting for the company, as well as a final technical
      report, in respect of the approved program, no later than 3 months
      following the completion of the program as approved.

11.   The Institute for Industrial Research will be permitted to demand
      additional technical reports, throughout the period during which the
      program is being implemented.

12.   The above conditions do not derogate from any statutory provision or from
      any law that apply to provision of this grant.

13.   No expense will be recognized unless the consideration was paid, with the
      exception of allowance expenses such as were approved.

14.   We hereby give notice that we have begun to manage (a) separate and
      special account(s) in the context of our financial book-keeping, for the
      purpose of this R&D, in which they are chronological, direct, preliminary,
      superficial and solely in accordance with documentation.

15.   The Institute for Industrial Research will be permitted to demand interest
      and linkage differentials according to law on any sum which it is owed by
      the recipient of the grant.

16.   We are aware of our obligation to pay royalties in accordance with the
      provisions of the Encouragement of Research and Development in Industry
      Act, Section 21, and of the Regulations for the Encouragement of Research
      and Development in Industry (Royalties Rates and Guidelines for Payment,
      5747 - 1987).

Note:

The appropriate forms, as well as the directions and procedures for managing
accounts for R&D purposes and for submitting financial reports to the
Scientist's Office, as detailed, may be obtained from the Institute for
Industrial Research.

                        Yours Sincerely,

[signatures]      [names]     Financial Officer [Stamp
                              CEO               & Signature]

/s/                           /s/

Signature         Name        Title             Factory Stamp

(Signature of a party authorized to bind the factory).


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