**Exhibit 10.8**EXHIBIT A**PATENT LICENSE AGREEMENT**     THISPATENT LICENSE AGREEMENT (“Agreement”) is entered into and effectivethis                    day of                    ,1999, by and between Sutura, Inc., & Delawarecorporation having a place of business at 17080 Newhope Street, Fountain Valley, California 92708(“LICENSOR.”) and Sterilis, Inc., a California corporation also having a place of business at17080 Newhope Street, Fountain Valley, California 92708(“LICENSEE”).**RECITALS**        A. LICENSOR is the owner of certain Licensed Patents (defined below) relating to suturingdevices,        B. LICENSEE desires to obtain an exclusive, worldwide license to manufacture and sell Suchdevices in LICENSEE’s Field of Use (as defined below), andLICENSOR is willing to grant such alicense to LICENSEE.        NOW,THEREFORE, in consideration of the promises, mutual promises andcovenants contained herein,the parties agree as follows:I. DEFINITIONS        Forpurposes of this Agreement, the following terms shall have the meanings set forth below:        A. “LicensedPatents” shall mean the patents and patent applications listed in Exhibit A,including all divisions, continuations and continuation-in-partthereof, all patent applicationsclaiming priority therefrom, and all patents\ which may be granted thereon, all rights ofpriority, and all reissues, re-examinations, and extensions thereof.        B. “LICENSEE’s Field of Use” shall mean the obstetrical and/or gynecological field ormarket.        C. “LicensedProducts” shall mean [illegible] devices covered by one or more claims of theLicensed Patents.II. GRANT OF RIGHTS        A. LICENSOR hereby grants to LICENSEE, and LICENSEE accepts an exclusive, worldwide Licenseunder the licensed Patents to (a) make, have made, and import Licensed Products, and (b) use andsell (or otherwise dispose of) Licenced Products solely within LICENSEE’s Field of Use.        B. LICENSEE shall have the right to sublicense any of the rights provided to LICENSEE by theterms of the Agreement.
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III. PAYMENT        As monotary consideration for the license granted herein, LICENSEE shall pay to LICENSOR anonrefundable license fee of Two Hundred Fifty Thousand Dollars (3250,000) upon execution of thisAgreement.IV. OWNERSHIP        A. LICENSEE acknowledges that LICENSOR is the sole owner of the Licensed Patents, andLICENSEE agrees that it does not obtain any interest in the licensed Patents except for the rightsgranted herein.        B. LICENSEE agrees not to take any action challenging or opposing, on any groundswhatsoever, the ownership by LICENSOR of the Licensed Patents, or LICENSOR’s Intellectual propertyrights therein. Furthermore, LICENSEE agrees not to contest the validity or enforceability, orassist to request any third party to contest the validity or enforceability of any of the licensedPatents, to the extent and in jurisdictions where permitted by law, in any judicial, governmental,or quasi-governmental suit or proceeding; and not to request reexamination, or assist or requestany third party to request reexamination of any of the Licensed Patents, to theextent and in jurisdictions where permitted by law.V. TERM        Unlesssooner canceled or terminated as provided herein, the license grantedherein shall terminateon the expiration date of the last expiring of the Licensed Patents.VI. TERMINATION        A. Ifany breach or default in respect of any of the terms of this Agreement by either of theparties hereto shall occur, the other of said parties shall have the right to providewritten notice specifying in detail the nature of the breach or default and if said alleged breachor default has, in fact, occurred and is not cured within sixty (60) days from the date of mailingof the written notice [illegible] the other of said parties shall have the right to terminate this Agreementupon giving an additional fifteen (15) days notice to the defaulting party of its intent toterminate, and this Agreement shall terminate at the end of suchnotice.        B. Forpurposes of this Agreement, an event of default shall occur If (1) LICENSEE orLICENSOR fails to perform any of their respective obligationshereunder, or (2) LICENSEE becomesinsolvent, or in financial difficulty, or the business of LICENSEE is placed in the hands ofa receiver or trustee, or an assignment is made for the benefit of creditors of LICENSEE, ifpermitted by law.        C. Certain provisions of this Agreement necessary to carry out the intent of the parties,including, without limitation, Sections IV, VII, IX, XII, and XIII shall survive the termination orexpiration of this Agreement.
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VII. DUTIES UPON TERMINATION        Upon any termination of this Agreement, LICENSEE shall: (1) Immediately cease manufacturing andselling all Licensed Products; and (2) make no further use of any of LICENSOR’s rights conferred inLICENSEE by this Agreement.VIII. PATENT MARKING        LICENSESshall mark each Licensed Product that is made, used, sold or imported pursuant to theprovisions herein with a patent notice in compliance with the applicable salutary requirements.IX. WARRANTIES        LICENSOR makes no representation, guarantee or warranty that any patent claim that is beinglicensed, or that be licensed, hereunder is valid. In addition nothing in this Agreement shall beconstrued as a warranty or representation that anything made, used, sold or otherwise disposed ofunder any license granted in this Agreement is or will be free from infringement of patents ofthird parties.X. ENFORCEMENT OF RIGHTS        A. LICENSEE shall have the right, but not the obligation, to instigate any lawsuit, at itsown expense, to enforce the Licensed Patents in LICENSEE’s field of Use.        B. LICENSOR shall have the right, but not the obligation, to instigate any lawsuit, at itsown expense, to enforce the Licensed Patents outside LICENSEE’s Field of Use.        C. Each party agrees to cooperate with and assist the other party, at the other party’sexpense, in enforcing, protecting, and defending the Licensed Patents, to the extent reasonablynecessary, including but not limited to, being joined as a necessary or desirable party to anylegal proceedings.XI PROSECUTION AND MAINTENANCE        The entire patent process relating to procurement and maintenance of Licensed Patents, includingwithout limitation, prosecution of patents applications and maintenance, reexamination, reissue sadextension of patents, shall be in the sole control and at the sole discretion of LICENSOR, andLICENSOR shall have no obligation to take any action, such as but net limited to, responding topatent Office Actions or paying maintenance fees or annuities, to keep the Licensed Patents pendingor in force.
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**XII. INDEMNIFICATION**     LICENSEE hereby agrees to indemnify, defend, and hold LICENSOR harmless from and against any andall china, liability, loss, costs, damage or expense (including attorney’ fees and costs) arisingfrom or in any matter connected with: (i) the infringement or alleged infringement of any thirdparty rights resulting from the manufacture or sale of Licensed Products; or (ii) the operation ofLICENSEE’s business as it relates to this Agreement.**XIII. GENERAL PROVISIONS**     A. The parties hereby agree that this Agreement merely constitutes a licensing agreement, andthat no agency, joint venture or partnership is created thereby, and that neither partyshall incur obligations in the name of the other party without said other party’s prior writtenconsent.     B. This Agreement shall be governed and construed in accordance with the laws of the Stateof California, and the parties agree that it is executed and delivered in that state. In the eventthat any legal action becomes necessary to enforce or interpret the terms of this Agreement, theprevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys’fees, expert witness fees and legal expenses as may be fixed by a court of competent jurisdiction.     C. LICENSEE acknowledges that there will be no adequate remedy at law for its failure tocomply with the terms herewith. Accordingly, in the event LICENSEE fails to comply with the termsof this Agreement, LICENSEE acknowledges and agrees that LICENSOR shall have the right to have anybreach or default of this Agreement remedied by equitable relief by way of a temporary restrainingorder, preliminary injunction, permanent injunction, and such other alternative relief as may beappropriate without the necessary of LICENSOR posting any bond or proving any damaged.     D. Any notice, request, demand, statement or other writing required or permitted by thisAgreement shall he deemed sufficiently given to or made upon the parties hereto when personallyreceived, delivered by first class certified or registered mail, postage prepaid, or delivered byovernight express courier to the addresses set forth on the first page of this Agreement or such otheraddress of which the parties receive written notice.     E. No failure or delay on the part of either party hereto in insisting upon or enforcing orresorting to any of in power, rights, remedies, or option hereunder, and no partial or singleexercise thereof, shall continue & waiver of any such, powers, right, remedies or options, unlesssuch waiver be in writing, signed by the party to be charged.     F. If any provision of this Agreement should be held to be void or unenforceable, in wholeor in part, the court or tribunal so holding chill reform the provision to make it enforceablewhile maintaining the spirit and goal of the provision, and if the court or tribunal finds itcannot so reform that provision such provision or part thereof shall be treated as severable,leaving valid theremainder of this Agreement.
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     G. This Agreement constitutes the entire understanding and agreement of the parties, and there areno representation, warranties, promises, or undertakings other than those contained herein. As tothe subject matter hereof this Agreement supersedes and cancels all previous agreements between theparties hereto. No course of conduct or dealing between the parties shall act as a modification orwaiver of any provision of this Agreement and no waiver or modification of any of the terms orprovisions of this Agreement shall be valid, unless contained in a single written document signedby both parties.     H. This Agreement may be assigned by either party without the consent of the other party.     I. This Agreement shall be binding upon the parties hereto and their respective subsidiaries,affiliates, heirs, legal representatives, successors and assigns.     J. The headings in this Agreement are intended for convenience only, and shall not be used tointerpret themeaning of this Agreement or to determine the rights of the parties.     K. Each party shall perform any further acts and sign and deliver any further documents that arereasonable necessary to effectuate the provisions of the spirit of this Agreement.[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties have caused this instrument to be executed effective as of the dayand year first above written.                     [ILLEGIBLE], INC,               Date:     By: /s/ Anthony A. Nobels                                          Anthony A. Nobels             Printed Name                     CEO/PRES             Title                     STERILIS, INC.                              Date:     By: /s/ Egbert Ratering                                          EGBERT RATERING             Printed Name                     EXECUTIVE VICE PRESIDENT             Title
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**EXHIBIT A****Licenced Patent****U.S. Patent Applications:**     **Serial Number** **Filing Date** **Title**     60/002,769 August 24, 1995 SUTURING DEVICE AND METHOD     09/231,177 January 14, 1999 SUTURING DEVICE FOR SEALING