Filed by sedaredgar.com - Acrongenomics Inc - Exhibit 10.3






Option Agreement (subscription for
shares)

	 	(1) 	
      Molecular Vision Limited

	 	 	 
	 	(2) 	
      Acrongenomics Inc.



Dated                                      
2008

	 	Osborne Clarke 
	 	 
	 	Apex Plaza 
	 	Forbury Road 
	 	Reading 
	 	RG1 1AX 
	 	Telephone +44 (0) 118 925 2000 
	 	Fax +44 (0) 118 925 2005 
	 	 
	 	RP/0926405/O5500788V4/RP







Contents

	1.
      	Definitions
      and interpretation 	1
      
	2.
      	Grant
      of Option 	3
      
	3.
      	Imperial
      Notice 	3
      
	4.
      	Exercise
      of Option 	3
      
	5.
      	Consideration
      	3
      
	6.
      	Effect
      of Reorganisation 	4
      
	7.
      	General
      	4
      
	8.
      	Notices
      	7
      
	9.
      	Governing
      law and jurisdiction 	8
      






This Deed is made
on                                           
 2008

Between:

	(1) 	
      Molecular Vision Limited (registered in England
      under number 4292847) whose registered office is at BioIncubator Unit,
      Bessemer Building, Prince Consort Road, London SW7 2BP (the "Molecular
      Vision"); and

	 	 
	(2) 	
      Acrongenomics Inc. of Fairfax House, 15 Fulwood
      Place, London, WC1V 6AY, United Kingdom
  ("Acrongenomics").



Background:

	(A) 	
      Molecular Vision has an authorised share capital of £1000
      divided into 1,000,000 shares of £0.001.

	 	 
	(B) 	
      The parties entered into a letter agreement dated 19
      August 2008 (the "Letter Agreement") relating to the termination of
      a development agreement between the parties dated 23 May 2007 (the
      "Development Agreement") and this Deed is the definitive agreement
      contemplated by paragraph 9 of the Letter Agreement relating to the grant
      of an option to subscribe for shares in Molecular Vision upon the
      conversion by Imperial Innovations Businesses LLP ("Imperial") of
      any or all of its loan amounts under a £500,000 loan note agreement with
      Molecular Vision (the "Loan Note Instrument") dated 30 July 2007 on
      the terms of this Deed.



This Deed witnesses as follows:

	1. 	
      Definitions and interpretation

	 	 
	1.1 	
      In this Deed, unless the context otherwise requires, the
      following definitions shall apply:

	 	 
		
      "Business Day" means a day (other than a Saturday,
      Sunday or bank holiday) on which clearing banks are open for business in
      the City of London.

	 	 
		
      "Change of Control" means the transfer of shares
      conferring in aggregate more than 50% of the total voting rights
      exercisable in a general meeting of Molecular Vision to any person alone
      or together with persons acting in concert.

	 	 
		
      "Completion" means completion of the exercise of
      the Option in accordance with clause 6.1.

	 	 
		
      "Consideration" means the amount payable by
      Acrongenomics for the Option Securities, calculated in accordance with
      clause 5.

	 	 
		
      "Exercise Notice" means the written notice given
      in accordance with clause 4.

	 	 
		
      "Imperial Notice" has the meaning given to it in
      clause 3.

	 	 
		
      "Listing" means the admission of any class of
      Shares to the Official List of the UK Listing Authority or the grant of
      permission by the London Stock Exchange plc to
deal







in any of the Equity Shares on the
Alternative Investment Market of the London Stock Exchange or on any other
recognised investment exchange (recognised in accordance with the Financial
Services and Markets Act 2000 and as defined by Section 285, Financial Services
and Markets Act 2000) and such permission becoming effective. 

"Loan Notes" means the £500,000
secured convertible loan notes that can be issued by Molecular Vision to
Imperial pursuant to the Loan Note Instrument.

"Loan Note Instrument" means the
loan note instrument dated 30 July 2007 entered into by Molecular Vision. 

"Option" means the option
granted by Molecular Vision to Acrongenomics under clause 2. 

"Option Notice" has the meaning
given to it in clause 3.

"Option Period" means the period
commencing on the date of receipt by Acrongenomics of the Option Notice from
Molecular Vision and ending 15 Business Days thereafter.

"Option Securities" means such
number of ordinary shares of £0.001 each in the capital of Molecular, as shall
(issued at a price per share of £25.00) have an aggregate value of £500,000
having the rights set out in Molecular's articles of association and all other
shares, stock or securities deemed by clause 7 to become Option Securities.

"Re-organisation" means in
relation to Molecular Vision any issue by way of capitalisation of profits or
reserves and every issue by way of rights and every consolidation, sub-division,
reduction of capital, capital dividend or other reconstruction, arrangement or
adjustment relating to the Shares (or any shares or stock derived from them) and
any amalgamation, arrangement or reconstruction affecting the Shares (or any
shares or stock derived from them).

"Shares" means shares comprising
the entire equity share capital of Molecular Vision. 

In this Deed, unless the context
otherwise requires:

	 	(a) 	
      words in the singular include the plural and vice versa
      and words in one gender include any other gender;

	 	 	 
	 	(b) 	
      a reference to clauses and schedules are to clauses and
      schedules of this Deed and references to sub-clauses and paragraphs are
      references to sub-clauses and paragraphs of the clause or schedule in
      which they appear;

	 	 	 
	 	(c) 	
      except as set out in sub-clause 1.1, terms defined in the
      Companies Act 2006 have the meanings attributed to them by that Act;
      and

	 	 	 
	 	(d) 	
      the table of contents and headings are for convenience
      only and shall not affect the interpretation of this
  Deed.








	2. 	
      Grant of Option

	 	 	 	 
		
      In consideration of the payment by Acrongenomics to
      Molecular Vision of £1 (receipt of which Molecular Vision acknowledges)
      Molecular Vision hereby grants to Acrongenomics an option to subscribe for
      the Option Securities for the Consideration on the terms of this
    Deed.

	 	 	 	 
	3. 	
      Imperial Notice

	 	 	 	 
		
      In the event that Imperial serves a notice pursuant to
      paragraph 2, schedule 2 of the Loan Note Instrument on Molecular Vision
      (an "Imperial Notice") that it wishes to convert its Loan Notes,
      Molecular Vision shall on receipt of the Imperial Notice serve notice on
      Acrongenomics informing them of their receipt of the Imperial Notice
  (an "Option Notice").

	 	 	 	 
	4. 	
      Exercise of Option

	 	 	 	 
		
      The Option may be exercised by Acrongenomics in whole or
      in part at any time during the Option Period by serving an Exercise Notice
      on Molecular Vision specifying the number of Option Securities to be
      allotted (and the amount of Consideration to be paid) and a date for
      Completion (which shall be a Business Day not more than 60 days after the
      date of service of the Imperial Notice).

	 	 	 	 
	5. 	
      Consideration

	 	 	 	 
	5.1 	
      The Consideration shall be the sum of £25.00 per Option
      Security up to an aggregate amount of £500,000.

	 	 	 	 
	6. 	
      Completion

	 	 	 	 
	6.1 	
      Completion shall take place at the registered office of
      Molecular Vision on the date determined for Completion in accordance with
      clause 4 (which shall not be later than the date of any Change of Control
      or Listing) when the following business shall be transacted:

	 	 	 	 
		(a) 	
      Acrongenomics shall pay or procure the payment to
      Molecular Vision (or as Molecular Vision may direct) of the Consideration
      in such manner as Molecular Vision reasonably require;

	 	 	 	 
		(b) 	
      a board meeting of Molecular Vision shall be held at
      which:

	 	 	 	 
			(i) 	
      the Option Securities are allotted and issued to
      Acrongenomics;

	 	 	 	 
			(ii) 	
      Acrongenomics is entered into the register of members of
      Molecular Vision as the holder of the Option Securities allotted to it;
      and

	 	 	 	 
			(iii) 	
      a share certificate in favour of Acrongenomics is
      prepared and issued accordingly.

	 	 	 	 
	6.2 	
      Upon allotment and issue of any Option Securities,
      Molecular undertakes to forthwith file all necessary returns with the
      registrar of companies.









	7. 	
      Effect of Re-organisation

	 	 	 	 
	7.1 	
      If there is a Re-organisation while any part of the
      Option remains exercisable, the number and nominal value of the Option
      Securities and the Consideration shall be adjusted in order that, after
      such adjustment:

	 	 	 	 
		(a) 	
      the total number of Option Securities to be acquired
      pursuant to the Option:

	 	 	 	 
			(i) 	
      shall carry as nearly as possible (and in any event not
      less than) the same proportion (expressed as a percentage of the total
      number of votes exercisable in respect of all Shares carrying the right to
      vote) of the votes; and

	 	 	 	 
			(ii) 	
      shall carry the same entitlement (expressed as a
      percentage of the total entitlement conferred by all the Shares entitled
      to participate) to participate in the profits and assets of Molecular
      Vision;

	 	 	 	 
			
      as would the total number of the Option Securities had
      there been no Re- organisation; and

	 	 	 	 
		(b) 	
      the Consideration will be as nearly as possible the same
      as it would have been had there been no Re-organisation.

	 	 	 	 
	7.2 	
      In calculating any increase or reduction to the Option
      Securities under clause 7.1 any entitlement to a fraction of an Option
      Security shall be rounded up to a whole Option Security.

	 	 	 	 
	7.3 	
      Molecular Vision shall notify Acrongenomics within 10
      Business Days of a Re- organisation.

	 	 	 	 
	7.4 	
      In the event that an Exercise Notice has been given prior
      to Acrongenomics being notified of a Re-organisation, Completion shall be
      delayed until such date as the parties agree or, failing agreement, until
      3 Business Days after the number of Option Securities has either been
      agreed between the parties or determined in accordance with clause
    9.9.

	 	 	 	 
	8. 	
      Undertakings

	 	 	 	 
	8.1 	
      Save with Acrongenomic's prior written consent:

	 	 	 	 
		(a) 	
      no amendment shall be made to the articles of association
      of Molecular Vision where such amendment would prejudice Acrongenomic's
      rights under this Deed;

	 	 	 	 
		(b) 	
      there shall at all time be a sufficient number of
      unissued ordinary shares to enable Molecular Vision to discharge its
      obligations under this Deed without increasing the authorised share
      capital of Molecular Vision;








	9. 	
      General

	 	 	 
	9.1 	
      Assignment

	 	 	 
		
      This Deed shall be binding upon and enure for the benefit
      of the successors in title of the parties but shall not be assignable by
      any party without the prior written consent of the other party.

	 	 	 
	9.2 	
      Entire Agreement

	 	 	 
		
      This Deed sets out the entire agreement and understanding
      between the parties and supersedes all prior arrangements, agreements and
      understandings in respect of the subject matter of this Deed.

	 	 	 
	9.3 	
      Variation

	 	 	 
		
      No purported variation of this Deed shall be effective
      unless it is in writing and signed by or on behalf of each of the
      parties.

	 	 	 
	9.4 	
      Effect of Completion

	 	 	 
		
      Except to the extent already performed, all the
      provisions of this Deed shall, so far as they are capable of being
      performed or observed, continue in full force and effect notwithstanding
      Completion.

	 	 	 
	9.5 	
      Invalidity

	 	 	 
		
      To the extent that any provision of this Deed is found by
      any court or competent authority to be invalid, unlawful or unenforceable,
      that provision shall be deemed not to be a part of this Deed, and it shall
      not affect the enforceability of the remainder of this Deed nor shall it
      affect the validity, lawfulness or enforceability of that
  provision.

	 	 	 
	9.6 	
      Releases and waivers

	 	 	 
		(a) 	
      The rights, powers and remedies conferred on any party by
      this Deed and remedies available to any party are cumulative and are
      additional to any right, power or remedy which it may have under general
      law or otherwise.

	 	 	 
		(b) 	
      Any party may, in whole or in part, release, compound,
      compromise, waive or postpone, in its absolute discretion, any liability
      owed to it or right granted to it in this Deed by any other party or
      parties without in any way prejudicing or affecting its rights in respect
      of that or any other liability or right not so released, compounded,
      compromised, waived or postponed.

	 	 	 
		(c) 	
      No single or partial exercise of, or failure or delay in
      exercising any right, power or remedy by any party shall constitute a
      waiver by that party of, or impair or preclude any further exercise of,
      that or any right, power or remedy arising under this Deed or
      otherwise.

	 	 	 
	9.7 	
      Further
assurance








		
      Each party shall execute such documents and take such
      steps as any other party may reasonably require to fulfil the provisions
      of and to give to each party the full benefit of this Deed.

	 	 	 	 
	9.8 	
      Counterparts

	 	 	 	 
		(a) 	
      This Deed may be executed in any number of counterparts
      and by the parties on separate counterparts, but shall not be effective
      until each party has executed at least one counterpart.

	 	 	 	 
		(b) 	
      Each counterpart, when executed, shall be an original of
      this Deed and all counterparts shall together constitute one
      instrument.

	 	 	 	 
	9.9 	
      Disputes

	 	 	 	 
		
      Any dispute or difference as to the Consideration or the
      effect of a Re-organisation shall be referred to the auditors for the time
      being of Molecular Vision whose costs shall be borne bythe party against
      whom the dispute is resolved, who shall be deemed to be acting as experts
      and not as arbitrators and their certificate as to the amount of the
      Consideration or the effect of a Re-organisation (as the case may be)
      shall be final and binding on the parties.

	 	 	 	 
	9.10 	
      Contracts (Rights of Third Parties) Act
      1999

	 	 	 	 
		
      Unless expressly provided in this Deed, no term of this
      Deed is enforceable pursuant to the Contracts (Rights of Third Parties)
      Act 1999 by any person who is not a party tothis Deed.

	 	 	 	 
	9.11 	
      Confidentiality

	 	 	 	 
		(a) 	
      Except as referred to in sub-clause 9.11 (b), each party
      shall treat as strictly confidential all information received or obtained
      as a result of entering into or performing this Deed which relates to the
      provisions or subject matter of this Deed, to any other party to this Deed
      or to the negotiations relating to this Deed.

	 	 	 	 
		(b) 	
      A party may disclose information which would otherwise be
      confidential if and to the extent:

	 	 	 	 
			(i) 	
      it is required to do so by law or any securities exchange
      or regulatory or governmental body to which it is subject wherever
      situated;

	 	 	 	 
			(ii) 	
      it considers it necessary to disclose the information to
      its professional advisers, auditors and bankers provided that it does so
      on a confidential basis;

	 	 	 	 
			(iii) 	
      the information has come into the public domain through
      no fault of that party; or

	 	 	 	 
			(iv) 	
      each party to whom it relates has given its consent in
      writing.








		(c) 	
      No announcement concerning the terms of this Deed shall
      be made by or on behalf of any of the parties without the prior written
      consent of the other, such consent not to be unreasonably withheld or
      delayed.

	 	 	 
	9.12 	
      Costs and expenses

	 	 	 
		
      Except as otherwise expressly provided, each party shall
      bear its own costs and expenses incurred in the preparation, execution and
      implementation of this Deed.

	 	 	 
	10. 	
      Notices

	 	 	 
	10.1 	
      Any notice to a party under this Deed shall be in writing
      signed by or on behalf of the party giving it and shall, unless delivered
      to a party personally, be left at, or sent by prepaid first class post,
      prepaid recorded delivery or fax to the address of the party as set out on
      page 1 of this Deed or as otherwise notified in writing from time to
      time.

	 	 	 
	10.2 	
      Except as referred to in sub-clause 10.4 a notice shall
      be deemed to have been served:

	 	 	 
		(a) 	
      at the time of delivery if delivered
personally;

	 	 	 
		(b) 	
      48 hours after posting in the case of an address in the
      United Kingdom and 96 hours after posting for any other address;
  and

	 	 	 
		(c) 	
      2 hours after transmission if served by fax on a business
      day prior to 3pm or in any other case at 10 am on the business day after
      the date of despatch.

	 	 	 
	10.3 	
      If the deemed time of service is not during normal
      business hours in the jurisdiction of receipt, the notice shall be deemed
      served at or, in the case of faxes, 2 hours after the opening of business
      on the next business day of that jurisdiction.

	 	 	 
	10.4 	
      The deemed service provisions set out in sub-clause 10.2
      do not apply to:

	 	 	 
		(a) 	
      a notice served by post, if there is a national or local
      suspension, curtailment or disruption of postal services which affects the
      collection of the notice or is such that the notice cannot reasonably be
      expected to be delivered within 48 hours or 96 hours (as appropriate)
      after posting; and

	 	 	 
		(b) 	
      a notice served by fax, if, before the time at which the
      notice would otherwise be deemed to have been served, the receiving party
      informs the sending party that the notice has been received in a form
      which is unclear in any material respect, and, if it informs the sending
      party by telephone, it also despatches a confirmatory fax within 2
      hours.

	 	 	 
	10.5 	
      In proving service it shall be sufficient to
  prove:

	 	 	 
		(a) 	
      in the case of personal service, that it was handed to
      the party or delivered to or left in an appropriate place for receipt of
      letters at the party's address;

	 	 	 
		(b) 	
      in the case of a letter sent by post, that the letter was
      properly addressed, stamped and posted; or








		(c) 	
      in the case of fax, that it was properly addressed and
      despatched to the number of the party.

	 	 	 
	10.6 	
      A party shall not attempt to prevent or delay the service
      on it of a notice connected with this Deed.

	 	 	 
	11. 	
      Governing law and jurisdiction

	 	 	 
	11.1 	
      This Deed shall be governed by and construed in
      accordance with English law.

	 	 	 
	11.2 	
      Each of the parties irrevocably submits for all purposes
      in connection with this Deed to the exclusive jurisdiction of the courts
      of England.



In witness this Deed has been executed and delivered on
the date appearing at the head of page 1.

[Remainder of page intentionally left blank; signature page
to follow]





	Executed as a deed 	) 	 
	by Molecular Vision 	) 	 
	Limited 	) 	 
	acting by a director and its 	) 	 
	secretary or two directors: 	) 	 
	  	  	 
	  	  	 
	  	Director 	 
	 	 	 
	 	 	 
	  	Director/Secretary 	 
	  	  	 
	  	  	 
	  	  	 
	Executed as a deed 	) 	 
	by Acrongenomics Inc. 	) 	 
	acting by a director and its 	) 	 
	secretary or two directors: 	) 	 
	  	  	 
	  	  	 
	  	Director 	 
	 	 	 
	 	 	 
	  	Director/Secretary