Exhibit  EX-4.95




DEED OF MOVEABLE HYPOTHEC

TO SECURE TITLES OF INDEBTEDNESS




ON THIS TWENTY-EIGHTH DAY OF JULY TWO THOUSAND AND FIVE.



BEFORE MTRE LAURENT BENHAIM, the undersigned Notary for the Province of Quebec, practicing in the
City and District of Montreal.



APPEARED:



ART ADVANCED RESEARCH TECHNOLOGIES INC./ART RECHERCHES ET TECHNOLOGIES AVANCÉES INC., a legal
person and corporation duly incorporated under the Canada Business Corporations Act, having its
head office and a place of business at 2300 Alfred-Nobel Boulevard, Saint-Laurent, Quebec H4S 2A4,
herein acting and represented by Jacques Bédard, its Chief Financial Officer and by Sébastien
Gignac, its Corporate Secretary duly authorized in virtue of a Resolution of the Board of Directors
enacted on July 22, 2005, a certified extract of which resolution remains annexed as Annex “A”
hereto after having been acknowledged as true and signed for identification by the said signing
officers with and in the presence of the undersigned notary.



(the “Grantor”)




AND:



PORTSIDE GROWTH AND OPPORTUNITY FUND, a legal person duly constituted under the laws of the Cayman
Islands in its capacity as Fondé de Pouvoir of the Noteholders and of any present or future holders
of the Notes, having a place of business at 666, Third Avenue, 26th Floor, New York, New
York, 10017, herein acting and represented by Michael Gaon, its attorney, mandatary and
representative, duly authorized for the purposes hereof pursuant to a “Power of Attorney” executed
at New York, New York, on July 25, 2005 by Jeffrey C. Smith, its duly authorized representative,
which “Power of Attorney” remains annexed hereto as Annex “B” hereto after having been signed for
identification by said representative with and in the presence of the undersigned Notary.



(the “Trustee”)




WHEREAS the Grantor is authorized by law to issue and sell, pledge or hypothecate bonds or
other titles of indebtedness and/or give them as security;



WHEREAS Article 2692 of the Civil Code of Quebec permits a legal person to grant a hypothec
securing payment of titles of indebtedness in favour of the person authorized to do so on behalf of
the creditors of such indebtedness;



WHEREAS the Trustee has been appointed as Fondé de Pouvoir of the Noteholders pursuant to the
terms, conditions and provisions of the Securities Purchase Agreement and, to the extent necessary
or useful, the Trustee is hereby appointed the Fondé de Pouvoir of the Noteholders in order to hold
the hypothecs created hereby as security for the Obligations;



WHEREFORE, THE PARTIES HAVE AGREED WITH EACH OTHER AND HAVE DECLARED UNTO THE UNDERSIGNED NOTARY AS
FOLLOWS:




	 	1.	 	PREAMBLE





1.1 The preamble forms part hereof as if recited at length herein.




	 	2.	 	DEFINITIONS





2.1 Unless otherwise defined herein or unless there is something in the subject or the context
hereof inconsistent therewith, each capitalized term used in this Deed has the meaning ascribed
thereto in the Securities Purchase Agreement.



2.2 Unless the context otherwise requires, the following expressions will have the respective
meanings hereinafter set forth:




2.2.1 “Administrator” has the meaning ascribed to it in Section 8.2(a) hereof;




2.2.2 “Adverse Encumbrance” means any lien, hypothec, encumbrance, charge, right or
prior claim (other than the Permitted Liens) whether ranking prior to, equal with or
after the security hereby created in favour of the Trustee, or any seizure or
attachment, which affects the whole or any portion of the Charged Property;




2.2.3 “Charged Property” has the meaning ascribed to it in Section 3.1 hereof;




2.2.4 “Default” has the meaning ascribed thereto in Section 7.1 hereof;




2.2.5 “Event of Default” has the meaning ascribed thereto in the Notes;




2.2.6 “Existing Subsidiaries” means the two subsidiaries of the Grantor set forth on
Schedule 3(a) of the Securities Purchase Agreement and “Existing Subsidiary” means
either one of them;




2.2.7 “Fondé de Pouvoir” means a person holding the power of attorney of creditors and
acting as the “Fondé de Pouvoir” of creditors, in favour of which person hypothecs
securing payment of bonds, debentures or other titles of indebtedness may be granted,
all as envisaged pursuant to Article 2692 of the Civil Code of Quebec;




2.2.8 “Hypothec Amount” means the sum of TWELVE MILLION DOLLARS ($12,000,000.00);




2.2.9 “Insurance” means, collectively, all insurance policies relating directly or
indirectly to any of the Charged Property and/or any parts thereof and any and all
present and future indemnities or other amounts paid or payable under any and all
present and future insurance contracts covering the Charged Property as well as all
claims and security therefore and the right to collect and receive same;




2.2.10 “Interest Rate” means twenty-five percent (25%) per annum;




2.2.11 ”Leased Premises” means the two distinct premises occupied and leased by the
Grantor from Société Immobilière Technologique de Montréal and Timex Realty Corp. as
landlords, corresponding to civic addresses 2300 Alfred-Nobel Blvd., St. Laurent,
Quebec H4S 2A4 and 5897 St. François Road, St. Laurent, Quebec H4S 1B6, respectively;




2.2.12 “Lien” has the meaning ascribed thereto in the Notes;




2.2.13 “Noteholders”, means collectively, the parties to the Securities Purchase
Agreement named and designated as the “Buyers” pursuant to the terms thereof as holders
of the Notes, as well as their respective successors and assigns and “Noteholder” means
any one of them;




2.2.14 “Notes” means collectively, the Initial Notes issued and sold to the Noteholders
pursuant to the Securities Purchase Agreement and “Note” means any one of the Initial
Notes;




2.2.15 “Obligations” means the payment of any and all amounts in principal and interest
(including interest on amounts in default) as well as any other indebtedness and
obligations due in virtue of, or arising under, the Notes and any of the other
Transaction Documents, as well as payment of all other sums, if any, from time to time
due under this Deed to the Noteholders or the Trustee;




2.2.16 “Permitted Liens” has the meaning ascribed thereto in the Notes;




2.2.17 “RDPRM” means the Register of Personal and Movable Real Rights of the Province
of Quebec;




2.2.18 “Scheduled Intellectual Property” means any and all of the property and rights
described in Clause 3.1.4;




2.2.19 “Securities Purchase Agreement” means the “Securities Purchase Agreement” dated
or to be dated on or about July 28, 2005 executed by and among the Grantor and the
Noteholders, as same may be amended, modified, supplemented or restated from time to
time.




	 	3.	 	HYPOTHEC AND ADDITIONAL HYPOTHEC





3.1 Hypothec




As continuing and collateral security for the payment to the Noteholders and the Trustee
of the Obligations and the fulfilment of the other obligations of the Grantor hereunder,
the Grantor hereby hypothecates to and in favour of the Trustee, for the benefit of and
as “Fondé de Pouvoir” of the Noteholders, for and in the Hypothec Amount with interest
thereon at the Interest Rate, both before and after maturity, demand, default and
judgment, (i) the universality of its moveable property, present and future, corporeal
and incorporeal, of whatever nature and wherever it may be situated, (ii) all rights,
title and interest now or hereafter held by the Grantor in all such movable property to
the extent of such rights, title and interest, and (iii) all present and future renewals,
accretions, replacements and substitutions of such property as well as everything now or
hereafter united to such property by accession (collectively, the “Charged Property”)
including, without limitation:




3.1.1 as a universality, all accounts receivable, book accounts, book debts, debts,
claims, monies, rentals, revenues, incomes, loans receivable, demands, choses in
action, rebates, refunds, amounts owing by or claimable from the crown, state or
government (or any departments, agents or agencies thereof) and any other amounts which
now are or which may at any time in the future be due or owing to or owned by the
Grantor from any Person, wherever the debtors thereof may be situated, and all of the
right, title and interest in any of the foregoing which the Grantor, now or at any time
in the future, has or may have as well as all security interests, hypothecs,
assignments, guarantees, bills of exchange, notes, negotiable instruments, contracts,
invoices, books of account, letters of credit and/or other documents and rights, now or
at any time in the future, held or owned by the Grantor or any other Person on behalf
of the Grantor in respect of any of the foregoing and any and all rights of an unpaid
vendor (including rights to merchandise returned, repossessed or recovered) (the
“Claims”);




3.1.2 as a universality, all goods, wares and merchandise, property in stock,
inventories and any other corporeal movable property kept for sale, lease, processing,
manufacture, transformation and/or use in providing service, whether raw, in process,
finished, in transit, to be used or to be consumed which now are or which may at any
time in the future be owned by the Grantor and all of the rights, title and interest in
any of the foregoing which the Grantor now or at any time in the future has or may
have, as well as all present and future packaging and shipping materials and all
materials and property ancillary to any of the foregoing (the “Inventory”);




3.1.3 as a universality, all corporeal movable property of any and all nature, form or
description whatsoever (other than property described elsewhere in Sections 3.1 through
3.1.12 hereof, inclusively) including, without limitation, all tools, machinery,
equipment, rolling stock, leasehold improvements and fixed assets which now are or
which may at any time in the future be owned by the Grantor and all of the rights,
title and interest in any of the foregoing which the Grantor now or at any time in the
future has or may have (the “Equipment”);




3.1.4 as a universality, all incorporeal movable property of any and all nature, form
or description whatsoever (other than property described elsewhere in Sections 3.1
through 3.1.12 hereof, inclusively) including, without limitation: (i) all patents,
patent applications and patents pending, registered and unregistered trademarks, trade
or brand names, service marks, copyrights, industrial designs, formulae, processes,
trade secrets, goodwill, contractual rights, licenses and permits which now are or
which may at any time in the future be owned by the Grantor and all of the rights,
title and interest in any of the foregoing which the Grantor now or at any time in the
future has or may have including, but without limitation, the Scheduled Intellectual
Property; and (ii) all rights, title and interest of the Grantor in and to all
contracts and other writings to which the Grantor is now or may, at any time in the
future, become a party to or is now or may, at any time in the future, become bound by
(the “Intangible Property”);




3.1.5 as a universality, all documents of title, whether negotiable or non-negotiable,
including, without limitation, all promissory notes, bills of exchange, drafts,
cheques, warehouse receipts and bills of lading which now are or which may at any time
in the future be owned by the Grantor and all of the rights, title and interest in any
of the foregoing which the Grantor now or at any time in the future has or may have
(the “Documents of Title”);




3.1.6 as a universality, all shares, stocks, warrants, bonds, debentures, debenture
stock and other securities which now are or which may at any time in the future be
owned by the Grantor and all of the rights, title and interest in any of the foregoing
which the Grantor now or at any time in the future has or may have including, without
limitation, all shares, stocks, warrants, bonds, debentures, debenture stock and other
securities issued in addition to or in replacement of those originally forming part of
the Charged Property including those issued in connection with a distribution of
dividends in kind, a conversion, a stock split, a purchase, a repurchase, a
cancellation, a merger, a change or a transformation affecting the shares, stocks,
warrants, bonds, debentures and other securities forming part of the Charged Property
(the “Securities”);




3.1.7 as a universality, all monies, cash, foreign currencies and credits which now are
or which may at any time in the future be owned by the Grantor and all the right, title
and interest in any of the foregoing which the Grantor now or at any time in the future
has or may have (the “Monies”);




3.1.8 as a universality, all indemnities and all other amounts which now are or which
may at any time in the future be due or owing to the Grantor or to which the Grantor
now is or may at any time in the future be entitled to receive under and/or as a result
of any Insurance (the “Insurance Claims”);




3.1.9 all computer programs, firmware and software and all computer and other records
and data, whether in hard copy or otherwise, pertaining to any of the Charged Property
and the equipment containing same and owned by the Grantor (the “Records”);




3.1.10 all property in any form derived directly or indirectly from any dealings with
any of the Charged Property and all proceeds of lease or sale as well as all
indemnities or compensation paid in respect thereof (the “Proceeds”);




3.1.11 the principal and the income of the Charged Property as well as any right
attached to the Charged Property;




3.1.12 as a universality, all deeds, documents, registers, invoices and books of
account evidencing the Charged Property or relating thereto; and




3.1.13 as a universality, all corporeal and incorporeal moveable property, assets
rights and undertakings of any kind or nature (other than the property, assets and
undertakings described in Clauses Sections 3.1.1 through 3.1.12 hereof), wherever
situated, now owned or hereafter acquired by the Grantor,



the whole wherever any of the foregoing Charged Property is or may in the future be located,
whether in possession of the Grantor, in possession of third parties, in transit or otherwise.



3.2 Notwithstanding anything herein to the contrary, if the assignment or creation of a
hypothec in any of the Grantor’s right, title or interest (a) in any intellectual property
constituting Charged Property would constitute or result in the abandonment, invalidation or
rendering unenforceable any right, title or interest of the Grantor therein, or (b) in any licence,
permit, contract or agreement constituting Charged Property to which the Grantor is a party would,
under the terms of such licence, contract or agreement, or otherwise, result in a breach or
termination of the terms of, or constitute a default under or termination of any such licence,
permit, contract or agreement under the terms thereof, the hypothec created hereby on any such
intellectual property, licence, permit, contract or agreement shall be under the suspensive
condition of the ineffectiveness, lapse or termination of any such provision or condition which
would cause the results indicated in clause (a) or (b). Upon such ineffectiveness, lapse or
termination, the hypothec created under this Deed shall apply to the applicable intellectual
property, licence, permit, contract or agreement without regard to this section and without the
necessity of any further act or assurance to effect the hypothecation thereof.




	 	4.	 	COLLECTION OF CLAIMS





4.1 Notwithstanding the hypothecation of the Claims and the Insurance Claims created hereby in
favour of the Trustee (as well as any publications, registrations and/or significations perfecting
same), the Trustee, subject to the provisions hereof, hereby authorizes the Grantor to collect the
Claims and the Insurance Claims as they fall due. Upon the occurrence of an Event of Default and
as long as same is continuing, all amounts collected or received by the Grantor in respect of the
Claims and the Insurance Claims (after the Trustee has withdrawn the authorization of the Grantor
to collect the Claims and the Insurance Claims) will be deemed to have been collected or received
by the Grantor as mandatary of and in trust for the Trustee and will be remitted immediately to the
Trustee in identical form as received, duly endorsed in blank, or deposited into such bank accounts
as are acceptable from time to time to the Trustee.



4.2 The Trustee may, upon occurrence of an Event of Default and for as long as same is continuing,
withdraw the authorization of the Grantor to collect the Claims and Insurance Claims, whereupon all
Claims and Insurance Claims thenceforth falling due shall be paid by the lessees and/or payers
thereof solely to the Trustee and not to any other person(s) (including, without limitation the
Grantor) whatsoever, the Trustee being the sole person authorized and entitled to grant discharge
thereof.



4.3 Upon the occurrence of an Event of Default and (i) after the exercise of a hypothecary recourse
and surrender of the Charged Property or (ii) the withdrawal of the authorization of the Grantor to
collect the Claims and Insurance Claims:




4.3.1 The Trustee shall be entitled to give good and sufficient discharge for all
Claims and Insurance Claims collected by it, but the Trustee shall not be liable for
any loss or damage resulting from non-collection thereof, any irregularity in the
payment thereof or any failure to inform the Grantor of such non-collection or
irregularity;




4.3.2 The Trustee shall hold any proceeds received by the Trustee, in a separate
account to be applied by the Trustee for any of the following purposes, namely:




	 	i)	 	The maintenance, operation and administration of the
Charged Property, the amount charged against such maintenance, operation
or administration to include the usual charges of independent property
managers for such services as well as reasonable compensation for any
professional or agent engaged by the Trustee for the maintenance,
operation and administration of the Charged Property and/or collection of
the Claims and the Insurance Claims, provided there is no duplication in
charges to independent property managers and compensation to professionals
or agents engaged by the Trustee; and






	 	ii)	 	The payment or reduction of the whole or any portion
of the Obligations then due, whether principal, interest or any compound
interest thereon, as the Trustee, in its sole discretion, deems
appropriate.





4.4 Neither the receipt nor the application of any Claims or any Insurance Claims by the Trustee
shall reduce, novate or otherwise affect the hypothecs, security and rights hereby created in
favour of the Trustee, all of which shall remain in full force and effect for the full amount
thereof unless reduced or discharged in writing by the Trustee.



4.5 In the event that the Trustee becomes entitled, pursuant to Clause 4.2 hereof, to collect the
Claims and Insurance Claims:




4.5.1 the Trustee will be the only party authorized and entitled to collect,
dispose of and deal with the Claims or the Insurance Claims (as the case may be);




4.5.2 the Trustee will have the right to collect, dispose of and deal with the Claims
or the Insurance Claims (as the case may be) as it may deem expedient including,
without limiting the generality of the foregoing, to demand, sue for, enforce, recover
and receive payment of the Claims or the Insurance Claims (as the case may be) and to
compound, compromise, grant extensions, take and give up securities, accept
compositions and grant releases and discharges with respect thereto, the whole without
notice to the Grantor and without any liability for any loss resulting therefrom;




4.5.3 actions to enforce rights with respect to the Claims or the Insurance Claims (as
the case may be) may be instituted by the Trustee, at its discretion, in its own name,
in the name of the Grantor, or in the name of the Trustee and the Grantor jointly;




4.5.4 the Trustee will not be obliged to inform the Grantor of any irregularity in the
payment of any of the Claims or the Insurance Claims (as the case may be); and,




4.5.5 the Trustee shall be entitled to apply such collections towards
the payment or reduction of the whole or any portion of the Obligations, whether
principal, interest or any compound interest thereon, as the Trustee, in
its discretion, deems appropriate, the whole whether or not a Default shall have
occurred.




	 	5.	 	INSURANCE





5.1 As additional security for the payment of the Obligations and performance of the Grantor’s
other obligations hereunder, the Grantor shall insure and keep insured all of the Charged Property.



5.2 At least ten (10) days prior to the expiry or cancellation of any Insurance, the Grantor shall
deliver to the Trustee evidence of renewal or replacement thereof.




5.2.1 Should the Grantor fail to insure and keep insured the corporeal property
hypothecated hereby or renew or replace the Insurance as herein required, the Trustee
may, subject to providing prior written notice to the Grantor, insure and keep insured
the corporeal property hypothecated hereby and/or renew or replace any such Insurance,
in which case the Grantor shall pay to the Trustee, upon the Trustee’s demand all sums
expended by the Trustee in effecting any of the foregoing together with interest
thereon at the same interest rate as the highest interest rate payable by under the
Notes, calculated from the respective dates of payment thereof by the Trustee.




5.2.2 In the event of any material loss of or damage to the corporeal property
hypothecated hereby:




	 	i)	 	the Grantor shall immediately notify the Trustee as to the details
thereof; and






	 	ii)	 	all Insurance Claims may be paid to and collected by the Grantor, save
and except where Insurance Claims are payable at a time when there has occurred and
there is continuing an Event of Default, in which case, such amounts are to be paid
to and collected by the Trustee; the Grantor hereby acknowledging that any Insurance
Claims received by it in such instances shall be deemed to be held in trust for and
on behalf of the Trustee.






	 	6.	 	COVENANTS, REPRESENTATIONS AND WARRANTIES





6.1 The Grantor covenants, represents and warrants as follows:




6.1.1 The Grantor will maintain the Charged Property in good repair and prevent any use
thereof which might materially diminish the value thereof or the Trustee’s hypothec
thereon, and from time to time at the request of the Trustee give the Trustee’s
officers, employees and agents access thereto for the purpose of inspection during
normal business hours;




6.1.2 The Grantor will perform, observe and comply with all obligations, terms,
conditions and covenants provided under the Securities Purchase Agreement, the Notes
and the other Transaction Documents;




6.1.3 The Grantor will not, other than in the ordinary course of business, sell or
otherwise dispose of any of the Charged Property without the prior written consent of
the Trustee, which consent will not be unreasonably withheld;




6.1.4 The Grantor is and shall be the sole and absolute owner of the Charged Property
by good and valid title free and clear of all Adverse Encumbrances, save and except for
the following:




	 	a)	 	Liens in favour of lessors under leases, Liens in favour of vendors
under conditional sale agreements and Liens in favour of other Persons
holding Liens on specific moveable property of the Grantor in order to
secure the financing or the acquisition of such specific property by the
Grantor, including but without limitation, Liens charging specific motor
vehicles or equipment;






	 	b)	 	Movable hypothec on claims granted in favour of the
Canadian Imperial Bank of Commerce in the principal amount of
$1,495,000.00 plus interest at the rate of 25% per annum, registered at
the RDPRM on December 22, 1999 under number 99-0228926-0001, which Lien is
to be discharged and radiated forthwith upon the purchase of the Notes by
the Buyers;






	 	c)	 	Movable hypothec in favour of Timex Realty Corp. on
the universality of movable property located at 5897 chemin St. François,
St. Laurent, Quebec H4S 1B6 in the principal amount of $47,500.00
registered at the RDPRM on January 14, 2003 under number 03-0016143-0006;






	 	d)	 	Movable hypothec on a universality of movable
property including inventory, claims, equipment, insurance proceeds,
intellectual property, documents of title, motor vehicles granted in
favour of Canadian Imperial Bank of Commerce in the principal amount of
$4,600,000.00 plus interest at the rate of 25% per annum, registered at
the RDPRM on July 21, 1998 under number 98-0091614-0001, which Lien is to
be discharged and radiated forthwith upon the purchase of the Notes by the
Buyers; and






	 	e)	 	Movable hypothec in favour of Société Immobilière
Technologique de Montréal Inc. on a universality of movable property
located at 2300 rue Alfred Nobel, St. Laurent, Quebec in the principal
amount of $600,000.00 (reduced to $240,000.00 July 31, 2002) registered at
the RDPRM on July 8, 1997 under number 97-0082706-0001.






6.1.5 The Trustee shall be notified in writing of any change in the Grantor’s head
office as well as in respect of any change in and to the nature of any enterprise
carried on by the Grantor, within thirty (30) days of any such change;




6.1.6 The Grantor holds no shares in the capital stock of, or any other equity interest
in, any corporation or company other than the Existing Subsidiaries;




6.1.7 Neither of the Existing Subsidiaries operates any active business nor holds any
assets of any kind or nature;




6.1.8 The Grantor will not acquire or create any new subsidiaries or transfer any
assets of any kind or nature to either of the Existing Subsidiaries or to any new
subsidiary unless, concurrently with any such transactions, the Grantor has caused such
Existing Subsidiary or such new subsidiary to grant a security interest and/or hypothec
in favour of the Trustee, in form and substance satisfactory to the Trustee, pursuant
to which a security interest and/or hypothec has been created and granted in conformity
with all relevant jurisdictions;




6.1.9 The Grantor will not amend or otherwise alter any of the terms or conditions of
either of the leases relating to the Leased Premises where same would result in the
increase of any of the obligations of the Grantor due under either of said leases; and




6.1.10 The aggregate amount of the prior-ranking hypothecs granted by the Grantor in
favour of the landlords of the Leased Premises as security for the Grantor’s
obligations thereunder shall not at any time exceed the aggregate sum of $647,500.00.




	 	7.	 	EVENTS OF DEFAULT





	 	 	 	 	 	 	 
	7.1	 	Each of the following events constitutes a “Default” hereunder:
	 
	 	 	 	 	 	 
	
 
	 	 	7.1.1	 	 	The occurrence of any Event of Default; and







7.1.2 The failure by the Grantor to comply with any of the provisions of this Deed
within fifteen (15) consecutive Trading Days after written notice to the Grantor
specifying the nature of such failure.




	 	8.	 	REMEDIES IN CASE OF DEFAULT





8.1 Upon the occurrence of any Default which is continuing, the Trustee, by notice to the Grantor,
may declare all of the Obligations (including all accrued and unpaid interest and fees hereunder)
to be immediately due and payable whereupon all of the Obligations shall immediately become and be
due and payable and the hypothecary rights, security interests and all other rights granted
hereunder in favour of the Trustee shall immediately become enforceable without further demand or
other notice of any kind (other than as may be strictly required by law) of demand or notice (other
than as may be strictly required by law) failing which, in addition to all hypothecary rights and
other remedies and recourses presently or in the future available under law:




8.1.1 The Trustee may immediately take proceedings for the recovery of all or any
portion of the Obligations; and




8.1.2 Upon demand by the Trustee, the Grantor will surrender and abandon the Charged
Property, or the part thereof specified by the Trustee, to the Trustee or such person
as may be designated by the Trustee, or will consent in writing to turn such property
over to the Trustee or such person as may be designated by the Trustee at the time and
place specified by the Trustee.



8.2 In the event that the Trustee obtains the surrender of the whole or any portion of the Charged
Property and until such time as such Charged Property is restored to the Grantor or, as regards any
portion thereof, the Trustee has concluded a recourse by way of taking in payment, sale by the
creditor, sale under judicial authority or otherwise, or in the event that the Trustee collects any
Claims, then, notwithstanding any provision of law to the contrary which may apply as a result of
the Trustee having acquired or being deemed to have acquired simple, full or any other
administration of the whole or any portion of the Charged Property:




	 	(a)	 	The Trustee will be entitled to generally delegate the whole or any part
of the administration of any Charged Property (including without limitation, the
exercise of all discretionary powers) to such person(s) as the Trustee may designate
or re-designate in the Trustee’s sole discretion (any such person being herein
referred to as an “Administrator”);






	 	(b)	 	The Trustee and any Administrator will be entitled to reimbursement of
all reasonable costs and expenses (including, without limitation, all reasonable
costs, expenses and fees incurred by any attorneys or other persons engaged by the
Trustee or the Administrator acting reasonably in order to assist in such
administration, or any matter pertaining thereto), as well as all reasonable fees of
the Trustee and the Administrator incurred in such administration, all of which may
be charged by the Trustee against any fruits, revenues or proceeds of alienation of
the whole or any portion of the Charged Property;






	 	(c)	 	The Trustee or the Administrator shall be entitled, under any
circumstances and in such manner as the Trustee or the Administrator deems, in their
respective discretion, appropriate, to alienate such Charged Property by onerous
title;






	 	(d)	 	The Trustee will be entitled to acquire the whole or any portion of any
Charged Property alienated by onerous title in the course of any administration
thereof;






	 	(e)	 	In the event that the Trustee or the Administrator acquire full
administration of any Charged Property, neither the Trustee nor the Administrator
will be under any obligation whatsoever to make such Charged Property productive,
increase such Charged Property or the value thereof or appropriate such Charged
Property to any purpose other than payment of the Obligations;






	 	(f)	 	The Trustee and the Administrator will be entitled to use for their own
benefits any information which either of them may obtain by reason of their
administration of the whole or any portion of the Charged Property provided such
information is not used in a manner which causes a prejudice or damage to the
Grantor;






	 	(g)	 	The Trustee and the Administrator will be entitled, whether or not for
value, to renounce to any right affecting, benefiting, pertaining to and/or forming
part of any Charged Property administered by either of them;






	 	(h)	 	Neither the Trustee nor the Administrator will be obliged, in any manner
whatsoever, to prepare any inventory of any Charged Property, insure any Charged
Property (other than as a “bon père de famille”) or give any security for any
Charged property or their administration thereof. Should the Trustee or the
Administrator, in their discretion, insure the whole or any portion of any Charged
Property, the reasonable costs and expenses of any insurance shall form part of the
costs and expenses referred to in paragraph (b) hereof ;






	 	(i)	 	The Trustee and the Administrator may change the destination of the whole
or any portion of any Charged Property under their administration and will not be
bound to continue the use or operation of any Charged Property under their
administration which produces fruits or revenues unless required by law or contract
to do so;






	 	(j)	 	Notwithstanding any provisions of law to the contrary, the Trustee and
the Administrator will only be obliged to render an account to the Grantor upon the
written request of the Grantor and once the Trustee or Administrator have
determined, to their satisfaction, the details of such account.





8.3 In the event that the Trustee exercises its right to become the absolute owner of the Charged
Property or any part thereof, the Grantor, concurrently with surrender or at any time thereafter at
the request of the Trustee, will sign a voluntary Deed providing for the to take in payment the
Charged Property or any part thereof. In the event that the Grantor requires the Trustee to sell
any such Charged Property, the Grantor acknowledges that the Trustee will not be required to
abandon its recourse of taking in payment unless, before the expiration of the delay to surrender,
the Trustee: (i) shall have been furnished with security guaranteeing that the Charged Property in
question will be sold at a sufficiently high price for the Trustee to be paid the amounts secured
hereunder in full; (ii) shall have been reimbursed the costs which it has incurred; and (iii)
shall have been advanced all amounts necessary for the sale of the Charged Property in question.



All expenditures and improvements made by any holder of the Charged Property and all payments
made on account of the Obligations and the accessories thereof will belong to the Trustee without
return or compensation. The Trustee will not be obliged to compensate or indemnify the Grantor or
any other person for any cause whatsoever.



8.4 In the event that the Trustee exercises its right to sell the whole or any portion of the
Charged Property by judicial authority or pursuant to a sale by the creditors, the following will
apply:




	 	(a)	 	Such Charged Property may be sold subject to and upon such terms and conditions (including,
without limitation, terms extending credit) by way of one (1) or more sales by private
agreement, call for tenders or public auction or combinations thereof as the Trustee or the
Administrator see fit and the Trustee or the Administrator may, at any time, change or
substitute any method of sale for any other method of sale of such Charged Property; and






	 	(b)	 	Notwithstanding any provision of law to the contrary, in any call for tenders, the Trustee or
Administrator will not be obliged to accept the highest offer or any offer and, in the event
that no offer is accepted, may proceed to sell such Charged Property by any other method.






	 	9.	 	REMEDIES CUMULATIVE





9.1 The different recourses of the Trustee hereunder are cumulative and not alternative. The
rights and remedies of the Trustee hereunder are in addition to every other right and remedy now or
hereafter existing in favour of the Trustee, whether by law or otherwise.




	 	10.	 	WAIVERS





10.1 No delay or failure on the part of the Trustee in exercising any right or remedy hereunder
shall affect such right or remedy, nor shall any single or partial exercise hereof preclude any
further exercise thereof or the exercise of any other right or remedy. Any waiver by the Trustee
of any of its rights or remedies hereunder will be valid only if express and in writing. No waiver
shall be deemed to be or constitute a waiver of any other rights or remedies of the Trustee. In no
event will the Trustee’s acceptance, after the full payment of the Obligations may have become due
and payable, of any partial payment, be deemed to alter or affect the Trustee’s rights with respect
to any subsequent payment or default thereon. Moreover, should the Trustee grant or tolerate any
extension or delay for payment or performance of any obligations of the Grantor, such extension,
delay, indulgence or tolerance will not be deemed an acquiescence by the Trustee in such default or
waiver of any of the Trustee’s rights and remedies hereunder or in respect of any future default.



10.2 To the extent necessary or useful, the parties hereto expressly waive the application of
Section 32 of the Act Respecting the Special Powers of Legal Persons (R.S.Q., c.P16) and of
Articles 1310 and 2147 of the Civil Code of Quebec.




	 	11.	 	NATURE OF INDEBTEDNESS AND SECURITY





11.1 Nothing contained in this Deed will be deemed to derogate from or alter the terms or
conditions of any of the Obligations.



11.2 The security hereby granted secures and will continue to secure the Obligations on a
continuing and fluctuating basis and is and will be valid notwithstanding that the whole or any
portion of the prestations in consideration of which the Grantor has undertaken its obligations
towards the Trustee have not yet been received and notwithstanding that the whole or any portion of
the Obligations may not yet exist. With respect to any future Obligation secured hereby, the
Grantor shall be deemed to have obligated itself again as contemplated by Article 2797 of the Civil
Code of Quebec.



11.3 The security hereby granted will remain in full force and effect for the full Hypothec Amount
until such time as an express written discharge is executed by the Trustee and delivered to the
Grantor. The hypothecs, security and rights hereby created in favour of the Trustee will not be
extinguished, reduced, novated or otherwise affected by any payments made to or amounts received by
the Trustee, directly or indirectly, from the Grantor or any other party or as a result of any
insurance indemnities arising from loss or damage to any of the Charged Property or by reason of
the collection of any Claims.




	 	12.	 	NATURE OF OBLIGATIONS





12.1 Every obligation of the Grantor hereunder is and will remain indivisible and the performance
thereof in its entirety may be claimed from any and each of the successors of the Grantor.




	 	13.	 	OTHER SECURITY





13.1 The security created hereunder is in addition to and not in substitution for nor deemed to be
substituted by any other security now or hereafter held by or for the benefit of the Trustee and
shall not be diminished or novated or otherwise affected by any other security or any promissory
note or other evidence of indebtedness which the Trustee or any party for the benefit of the
Trustee may have or obtain from the Grantor or any other person, nor shall any other security or
note or evidence of indebtedness be diminished or novated or otherwise affected hereby.




	 	14.	 	POWERS AND DUTIES OF THE TRUSTEE





14.1 The Trustee is the holder of the hypothecs and rights created hereunder as the beneficiary of
all rights hereby conferred to the Trustee, as the Fondé de Pouvoir and as the agent for and on
behalf of the Noteholders. The Trustee may do any act or execute and deliver any document
necessary to the exercise of its duties hereunder.



14.2 The Trustee shall have the right to proceed in its name as Fondé de Pouvoir hereunder in the
enforcement of the security hereby constituted by any remedy available at law. The Trustee may
exercise all of its rights hereunder without possession of the Notes and without having to produce
same in support of any judicial proceeding or trial in connection therewith.



14.3 Any Person who becomes a Noteholder will benefit from the designation of the Trustee as the
Fondé de Pouvoir and as the agent for and on behalf of all Noteholders and shall be deemed for the
purposes hereof to have irrevocably authorized the Trustee to exercise its duties hereunder.



14.4 The Trustee will be bound only to exercise reasonable care in the exercise of its rights,
remedies and recourses or the performance of its obligations under this Deed and, in any event, the
Trustee will only be liable for its intentional fault or gross negligence.



14.5 The Trustee may from time to time delegate to any Person, including a Noteholder, the exercise
of any of its rights, remedies and recourses or the performance of any of its obligations under
this Deed, in which case the Trustee may provide to such Person any information in its possession
with respect to the Grantor or the Charged Property. The Trustee shall not in any way be
responsible for any misconduct or default of any such Person.



14.6 This Deed shall be binding upon the Grantor towards the Trustee and any successor or assign
thereof, by way of amalgamation or otherwise.



14.7 No Person dealing with the Trustee or its mandataries shall be required to determine whether
the hypothecs created hereunder have become enforceable or whether the powers which the Trustee is
purporting to exercise have become exercisable.



14.8 The Trustee may proceed in its name to the realization of the hypothecs and other rights
created hereunder in any manner permitted by law.



14.9 The Trustee may at any time resign office upon written notice to the Grantor and the
Noteholders, in which case the Noteholders shall appoint a successor by Instrument of the
Noteholders provided such successor is also a Noteholder. Such resignation is effective thirty
(30) days after the date of the foregoing notice, except if the successor has been designated
before such time, in which case the resignation is effective immediately upon such successor being
appointed. Upon such appointment, the successor shall replace the Trustee as agent for the benefit
of the Noteholders and all of the terms of this Deed relating to the Trustee shall thereafter be
applicable to its successor.




	 	15.	 	NOTICE





15.1 Any notice, request or other communication hereunder to any party hereto in connection with
this Deed shall be in writing and given in accordance with the provisions of the Securities
Purchase Agreement. If the Trustee is unable to locate the Grantor at the address provided in the
Securities Purchase Agreement, then any such notice or demand may be served upon the Grantor at the
Office of the Clerk of the Superior Court, District of Montreal at which office in such event the
Grantor elects domicile for the purpose of this Deed.




	 	16.	 	GOVERNING LAW & JURISDICTION





16.1 This Deed shall be governed by and interpreted in accordance with the laws of the Province of
Quebec. The Grantor expressly submits and consents to the non-exclusive jurisdiction of the
Superior Court, District of Montreal, with respect to any controversy arising out of or relating to
this Deed or any supplement hereto or to any transaction in connection therewith. To the extent,
however, that the laws of any other jurisdiction in which the Charged Property is situated govern
the validity, perfection or enforcement of the security constituted hereunder, the local laws of
such jurisdiction shall govern those issues.




	 	17.	 	INTERPRETATION





17.1 Any word herein contained in the singular number will include the plural; any word importing
any gender will include the masculine, feminine and neuter genders; any word importing a person
will include a corporation, a partnership and any other entity and vice versa. The headings of this
Deed are for convenience of reference only and shall not affect in any manner any of the terms and
conditions hereof or the construction or interpretation of this Deed.




	 	18.	 	OTHER DOCUMENTS





18.1 The Grantor undertakes to perform all acts and enter into all documentation which may be
useful or necessary or required by the Trustee for purposes of giving full force and effect to the
provisions hereof or to perfect the rights of the Trustee hereunder including, without limitation,
the right to recover and collect the Claims and to exercise its hypothecary remedies with respect
thereto in accordance with the provisions hereof.




	 	19.	 	SEVERABILITY





19.1 This Deed shall not be considered as an indivisible whole and every provision of this Deed is
and shall be independent of the other and in the event that any part of this Deed is declared
invalid, illegal or unenforceable, then the remaining terms, clauses and provisions of this Deed
shall not be affected by such declaration and all of the remaining clauses of this Deed shall
remain valid, binding and enforceable.




	 	20.	 	PRECEDENCE





20.1 In the event that any provisions of this Deed contradict or are otherwise incapable of being
construed in conjunction with the provisions of the Securities Purchase Agreement, the Notes or any
of the other Transaction Documents, the following will apply: (a) the provisions of the Securities
Purchase Agreement, the Notes or the relevant Transaction Document (as the case may be) shall take
precedence over those contained in this Deed; and (b) if any act of the Grantor is expressly
permitted under the Securities Purchase Agreement, the Notes or the other Transaction Documents but
is prohibited under this Deed, any such act shall be permitted under the Securities Purchase
Agreement, the Notes or the relevant Transaction Document (as the case may be) and shall be deemed
to be permitted under this Deed; the whole unless as a result thereof the security created hereby
or any of the hypothecary remedies of the Trustee hereunder would be in any way diminished or
invalidated, in which case the provisions of this Deed will govern.




	 	21.	 	ADDITIONAL DESCRIPTIONS OF PROPERTY





21.1 Scheduled Intellectual Property:



A. The following Patents:



1. Optical Detection and Method, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US
	 	 	6,678,049	 
	 
	 	 	 	 







2. Choice of Wavelengths for Multiwavelength Optical Imaging, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	PCT
	 	pending

	 
	 	 	 	 
	US
	 	 	6,694,159	 
	 
	 	 	 	 
	US
	 	pending

	 
	 	 	 	 
	EP
	 	pending

	 
	 	 	 	 
	HK
	 	pending

	 
	 	 	 	 







3. Scanning module for imaging through scattering media, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US
	 	 	6,332,093	 
	 
	 	 	 	 







4. Method and apparatus for detecting malignancies in living tissue, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	CA
	 	 	2,163,914	 
	 
	 	 	 	 
	US
	 	 	5,808,304	 
	 
	 	 	 	 







5. Dual spatial integration for depth discrimination of heterogeneities in turbid media,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	CA
	 	2,296,929 (pending in exam)
	 
	 	 	 	 
	EP
	 	pending

	 
	 	 	 	 
	JP
	 	pending

	 
	 	 	 	 
	SG
	 	 	82365	 
	 
	 	 	 	 
	US
	 	 	6,415,172	 
	 
	 	 	 	 







6. Optical imaging through scattering imaging: fit to an inhomogeneous diffusion model for
differentiation, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	CA
	 	 	2,249,099	 
	 
	 	 	 	 
	EP
	 	 	98946189.2	 
	 
	 	 	 	 
	US
	 	 	6,148,226	 
	 
	 	 	 	 







7. Multi-wavelength imaging of highly turbid media, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	CA
	 	 	2,453,585	 
	 
	 	 	 	 
	CN
	 	pending

	 
	 	 	 	 
	EP
	 	pending

	 
	 	 	 	 
	JP
	 	pending

	 
	 	 	 	 
	US
	 	pending

	 
	 	 	 	 







8. N-time gate Data-type for TPSF imaging, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	EP
	 	 	02750684.9	 
	 
	 	 	 	 
	US
	 	pending

	 
	 	 	 	 







9. Simultaneous multiwavelength TPSF-based optical imaging, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	CA
	 	 	2,453,644	 
	 
	 	 	 	 
	CN
	 	pending

	 
	 	 	 	 
	EP
	 	pending

	 
	 	 	 	 
	JP
	 	pending

	 
	 	 	 	 
	US
	 	pending

	 
	 	 	 	 







10. Continuous wave optical imaging assuming a scatter law, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US

	 	pending
	 

	 	 
	 
	 	 
	WO

	 	CA2004/000297 (pending)
	 

	 	 







11. Method and apparatus for time resolved optical imaging of biological tissue as part of
animals, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	AU

	 	pending
	 

	 	 
	 
	 	 
	CA

	 	pending
	 

	 	 
	 
	 	 
	CN

	 	pending
	 

	 	 
	 
	 	 
	EP

	 	pending
	 

	 	 
	 
	 	 
	JP

	 	pending
	 

	 	 
	 
	 	 
	IN

	 	pending
	 

	 	 
	 
	 	 
	US

	 	pending
	 

	 	 







12. Method and apparatus for positioning a patient on a table for a medical procedure on a
breast, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US
	 	 	6883194	 
	 
	 	 	 	 







13. Method and Apparatus for Optical Imaging, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US

	 	pending
	 

	 	 







14. Method and apparatus for positioning the arm of a patient while on a table for a
medical procedure on a breast, registered as follows:



	 	 	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US
	 	 	6886198	 
	 
	 	 	 	 







15. Table for positioning a patient for a procedure on a breast, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US

	 	allowed
	 

	 	 







16. Method and apparatus for combining continuous wave and time domain optical imaging,
registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	US

	 	pending
	 

	 	 
	 
	 	 
	WO

	 	CA2004/000365 (pending)
	 

	 	 







17. Method & Apparatus for Selecting Regions of Interest in Optical Imaging, registered as
follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	AU

	 	pending
	 

	 	 
	 
	 	 
	CA

	 	pending
	 

	 	 
	 
	 	 
	CN

	 	pending
	 

	 	 
	 
	 	 
	EP

	 	pending
	 

	 	 
	 
	 	 
	JP

	 	pending
	 

	 	 
	 
	 	 
	IN

	 	pending
	 

	 	 
	 
	 	 
	US

	 	pending
	 

	 	 







18. A time domain optical fluorescence method to improve estimation of fluorophore depth
and concentration, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	WO

	 	PCT/IB2004/003559 (pending)
	 

	 	 







19. Method for determining optical properties of turbid media, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	USPR

	 	pending
	 

	 	 







20. Method for selecting wavelengths for optical data acquisition, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	USPR

	 	pending
	 

	 	 







21. Method for Fluorescence Tomographic Imaging, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	USPR

	 	pending
	 

	 	 







22. Optical Imaging Method for Tissue Characterization, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	USPR

	 	pending
	 

	 	 







23. Method for improving fluorescence image contrast, registered as follows:



	 	 	 
	COUNTRY	 	REGISTRATION/APPLICATION NUMBER
	USPR

	 	pending
	 

	 	 






B. The following Trademarks:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration Date
	 	 	 	 	Application Date	 	and Number (if
	Trade-mark	 	Country	 	and Number	 	applicable)
	
 
	 	CANADA



	 	08/08/1996

No. 820,062
	 	13/09/1999

No. TMA516,214
	
 
	 	 	 	 
	 	

	 
	 	 	 	 	 	 
	OPTIX

	 	CANADA
	 	16/11/2003

No. 1,196,174
	 	



	 

	 	 
	 	 
	 	

	 
	 	 	 	 	 	 
	SAMI

	 	CANADA
	 	10/02/2003

No. 1,167,577
	 	



	 

	 	 
	 	 
	 	

	 
	 	 	 	 	 	 
	SOFTSCAN

	 	CANADA
	 	15/04/1998

No. 874,955
	 	05/09/2000

No. TMA532,173
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	
 
	 	CANADA



	 	07/12/2001

No. 1,124,753
	 	16/01/2004

No. TMA599,704
	
 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	SOFTSCAN

	 	CTM
	 	08/07/1998

No. 879,460
	 	12/07/2000

No. 879,460
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	
 
	 	USA



	 	23/09/1996

No. 75/169,800
	 	19/09/2000

No. 2,386,703
	
 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	OPTIX

	 	USA
	 	10/11/2003

No. 76/558,500
	 	



	 

	 	 
	 	

	 	

	 
	 	 	 	 	 	 
	SAMI

	 	USA
	 	12/03/2003

No. 76/496,766
	 	



	 

	 	 
	 	 
	 	

	 
	 	 	 	 	 	 
	SOFTSCAN

	 	USA
	 	14/04/1998

No. 75/468,074
	 	24/09/2002

No. 2,622,551
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	
 
	 	USA



	 	19/03/2002

No. 76/383,328
	 	01/03/2005

No. 2,928,474
	
 
	 	 	 	 
	 	








	 	C.	 	The following rights to Patents under license with third            parties:






1. Examination of Breast Tissue Using Time-Resolved Spectroscopy, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	US
	 	 	5,555,885	 
	 
	 	 	 	 
	WO
	 	 	9502987A3	 
	 
	 	 	 	 
	EP
	 		0708616A1	
	 
	 		 	
	CN
	 		1126945	
	 
	 		 	
	CA
	 	2,167,179 AA
	 
	 		 	







2. Apparatus for Determining the Concentration of a Tissue Pigment of Known Absorbance, In
Vivo, Using the Decay Characteristics of Scattered Electromagnetic Radiation, registered
as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,119,815	 
	 
	 	 	 	 
	JP
	 	 	2690131	 
	 
	 	 	 	 
	U.S.
	 	6,192,260 (continuation of U.S. Pat. 5,119,815)
	 
	 	 	 	 
	PCT
	 	US 94/07984

	 
	 	 	 	 
	CA
	 		2,167,179	
	 
	 		 	
	EP
	 		94923510.5	
	 
	 		 	
	JP
	 		505316/95	
	 
	 		 	
	CN
	 		94192720.2	
	 
	 		 	







3. Localization of Abnormal Breast Tissue Using Time-Resolved Spectroscopy, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,899,865	 
	 
	 	 	 	 







4. Optical Coupler for In Vivo Examination of Biological Tissue, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,596,987	 
	 
	 	 	 	 
	PCT
	 	US95/00235
	 
	 		 	
	CA
	 		2209240	
	 
	 		 	
	CN
	 		96191290.1	
	 
	 		 	
	EP
	 		96902117.9	
	 
	 		 	
	JP
	 		8521248	
	 
	 		 	







5. Optical Coupler for In Vivo Examination of Biological Tissue, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,987,351	 
	 
	 	 	 	 
	WO
	 		9620638A1	
	 
	 		 	
	EP
	 		0808124B1	
	 
	 		 	
	CA
	 	2,209,240 AA
	 
	 		 	







6. Optical Examination Device, System and Method, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,618,614	 
	 
	 	 	 	 
	PCT
	 	US96/11630

	 
	 	 	 	 
	CA
	 	 	2239552	 
	 
	 	 	 	 
	EP
	 	 	96921808.0	 
	 
	 	 	 	 







7. Spectrophotometric Examination of Tissue of Small Dimension, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 		5,402,778	
	 
	 		 	
	PCT
	 	US94/00732
	 
	 		 	
	CA
	 		2154062	
	 
	 		 	
	EP
	 		94906697.1	
	 
	 		 	
	JP
	 		517186/1994	
	 
	 		 	
	CN
	 		94190957.3	
	 
	 		 	







8. Quantitative and Qualitative In Vivo Tissue Examination Using Time Resolved
Spectroscopy, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,386,827	 
	 
	 	 	 	 
	PCT
	 	US94/03518
	 
	 		 	
	CA
	 		2158640	
	 
	 		 	
	EP
	 		94912367.3	
	 
	 		 	
	JP
	 		522359/94	
	 
	 		 	
	CN
	 		94181623.5	
	 
	 		 	
	HK
	 		98116080.0	
	 
	 		 	







9. Time-Resolved Spectroscopic Apparatus and Method Using Streak Camera,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S
	 	 	6,564,076	 
	 
	 	 	 	 







10. Methods and Apparatus for Determining the Concentration of a Tissue Pigment of
Known Absorbance In Vivo, Using the Decay Characteristics of Scattered Electromagnetic
Radiation, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,119,815	 
	 
	 	 	 	 







11. Examination and Imaging of Biological Tissue, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,542,772	 
	 
	 	 	 	 
	U.S.
	 	 	6,058,324	 
	 
	 	 	 	 







12. Optical Techniques for Examination of Biological Tissue, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,820,558	 
	 
	 	 	 	 
	WO
	 		9616596 A1	
	 
	 		 	
	EP
	 		0796057A4	
	 
	 		 	
	CA
	 	2,209,240 AA
	 
	 		 	







13. Optical Techniques for Examination of Biological Tissue, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,673,701	 
	 
	 	 	 	 
	WO
	 		9616596A1	
	 
	 		 	
	CA
	 		2,206,591	
	 
	 		 	
	EP
	 		0796057A1	
	 
	 		 	







14. System for Tissue Examination Using Directional Optical Radiation,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,664,574	 
	 
	 	 	 	 







15. Transcranial Examination of the Brain, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,785,568	 
	 
	 	 	 	 







16. Phase Modulation Spectrophotometric Apparatus, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,708,048	 
	 
	 	 	 	 







17. Time-Resolved Spectroscopic Apparatus and Method Using Streak Camera,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,564,076	 
	 
	 	 	 	 







18. Spectrophotometer for Tissue Examination, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,549,795	 
	 
	 	 	 	 







19. Transcranial In Vivo Examination of Brain Tissue, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,526,309	 
	 
	 	 	 	 







20. Examination of Biological Tissue by Monitoring One or More Solutes, registered
as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,493,565	 
	 
	 	 	 	 







21. Non-invasive Imaging of Biological Tissue, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,397,099	 
	 
	 	 	 	 
	WO
	 		9810698A1	
	 
	 		 	
	EP
	 		926981A1	
	 
	 		 	
	AU
	 		4349097A1	
	 
	 		 	







22. Systems and Methods for Imaging Fluorophores, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S
	 	 	6,304,771	 
	 
	 	 	 	 







23. Examination of a Biological Tissue Using Photon Migration Between a Plurality
of Input and Detection Locations, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,272,367	 
	 
	 	 	 	 







24. Quantitative Analyses of Biological Tissue Using Phase Modulation Spectroscopy,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,263,221	 
	 
	 	 	 	 







25. Phase Modulation Spectroscopy, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S
	 	 	6,246,892	 
	 
	 	 	 	 







26. Methods and Apparatus for Examining Tissue In Vivo Using the Decay
Characteristics of Scattered Electromagnetic Radiation, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,192,260	 
	 
	 	 	 	 







27. Spectrophotometers with Catheters for Measuring Internal Tissue, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,134,460	 
	 
	 	 	 	 







28. Lateralization Spectrophotometer, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,873,821	 
	 
	 	 	 	 
	CA
	 	 	2,103,166	 
	 
	 	 	 	 







29. Detection of Brain Hematoma, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,954,053	 
	 
	 	 	 	 







30. Optical System and Method for Non-Invasive Imaging of Biological Tissue,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,853,370	 
	 
	 	 	 	 







31. Imaging of Biological Tissue Using Photon Migration with High Directionality
techniques, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,807,263	 
	 
	 	 	 	 







32. Optical Probe for Non-Invasive Monitoring of Neural Activity, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,792,051	 
	 
	 	 	 	 







33. Monitoring one or more solutes in a Biological System Using Optical Techniques,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,782,755	 
	 
	 	 	 	 
	WO
	 	 	9616592A1	 
	 
	 	 	 	 
	EP
	 	 	0797404A4	 
	 
	 	 	 	 
	CA
	 	 	2,206,580	 
	 
	 	 	 	 







34. Spectrophotometer for Measuring the Metabolic Condition of a Subject,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,779,631	 
	 
	 	 	 	 







35. Examination of Biological Tissue Using Frequency Domain Spectroscopy,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,553,614	 
	 
	 	 	 	 







36. Examination of Subjects Using Photon Migration with High Directionality
Techniques, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,353,799	 
	 
	 	 	 	 
	WO
	 	 	9325145A1	 
	 
	 	 	 	 
	SG
	 	 	0043103A1	 
	 
	 	 	 	 
	EP
	 	 	0647120B1	 
	 
	 	 	 	 







37. Phase Modulated Spectrophotometry, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,122,974	 
	 
	 	 	 	 
	WO
	 	 	9009003A1	 
	 
	 	 	 	 
	KR
	 	 	0145114B1	 
	 
	 	 	 	 
	EP
	 	 	0456637	 
	 
	 	 	 	 
	CA
	 	 	2,007,776	 
	 
	 	 	 	 
	US
	 	 	4,972,331	 
	 
	 	 	 	 







38. Phase Modulation Spectroscopic System, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,187,672	 
	 
	 	 	 	 







39. User-Wearable Hemoglobinometer for Measuring the Metabolic Condition of a
Subject, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,167,230	 
	 
	 	 	 	 







40. Method and Device for In Vivo Diagnosis Detecting IP Emission by Body Organ,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,062,428	 
	 
	 	 	 	 







41. Transabdominal Examination, Monitoring and Imaging of Tissue, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	WO
	 	 	9940842A1	 
	 
	 	 	 	 
	U.S.
	 	 	20050038344A1	 
	 
	 	 	 	 
	EP
	 	 	1054620A4	 
	 
	 	 	 	 
	CA
	 	 	2,319,458	 
	 
	 	 	 	 







42. Imaging and Characterization of Brain Tissue, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	WO
	 	 	9940841A1	 
	 
	 	 	 	 
	EP
	 	 	1054619A1	 
	 
	 	 	 	 
	CA
	 	 	2,319,456	 
	 
	 	 	 	 







43. Detection, Imaging and Characterization of Breast Tumors, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	WO
	 	 	9940840A1	 
	 
	 	 	 	 
	EP
	 	 	1054618A1	 
	 
	 	 	 	 
	CA
	 	 	2,319,454	 
	 
	 	 	 	 







44. Hemoglobinometers and the Like for Measuring the Metabolic Condition of a
Subject, registered as follows:



	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	WO

	 	9220273A3
	 

	 	 
	 
	 	 
	HK

	 	1014352A1
	 

	 	 
	 
	 	 
	EP

	 	0591289B1
	 

	 	 







45. Time and Frequency Domain Spectroscopy Determining Hypoxia, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	WO
	 	 	9213598A1	 
	 
	 	 	 	 
	HK
	 	 	1014645A1	 
	 
	 	 	 	 
	EP
	 	 	0568628	 
	 
	 	 	 	 







46. Fluorometry Method and Apparatus Using a Semiconductor Laser Diode as a Light
Source, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,196,709	 
	 
	 	 	 	 







47. Phase Fluorometry Using a Modulated Electroluminescent Lamp as a Light Source,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	US
	 	 	5,281,825	 
	 
	 	 	 	 







48. Determination and Quantification of Saccharides by Luminescence Lifetimes and
Energy Transfer, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,246,867	 
	 
	 	 	 	 
	CA
	 	 	2,087,411	 
	 
	 	 	 	 
	EP
	 	 	0561 053	 
	 
	 	 	 	 
	JP
	 	 	3318019	 
	 
	 	 	 	 







49. Long-Wavelength Fluorescent Probe Compounds for Calcium Ions and their Use in
Radiometrically Measuring Calcium Ion Concentrations, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,409,835	 
	 
	 	 	 	 







50. Apparatus for Multi Dimensional Phase Fluorescence Lifetime Imaging, registered
as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,485,530	 
	 
	 	 	 	 







51. Method and Apparatus for Performing Phase Fluorescence Lifetime Measurements in
Flow Cytometry, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,504,377	 
	 
	 	 	 	 
	PCT
	 	US91/07259

	 
	 	 	 	 







52. Fluorescent Energy Transfer Immunoassay, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,631,169	 
	 
	 	 	 	 
	EP
	 	 	0 552 108	 
	 
	 	 	 	 
	CA
	 	 	2,087,413	 
	 
	 	 	 	 
	JP
	 	 	3325939	 
	 
	 	 	 	 







53. pH and pCO2 Sensing by Luminescent Lifetimes and Energy Transfer,
registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,648,269	 
	 
	 	 	 	 
	CA
	 	 	2,087,412	 
	 
	 	 	 	 
	EP
	 	 	93 4000 89.4	 
	 
	 	 	 	 
	JP
	 	 	006047/1993	 
	 
	 	 	 	 







54. Chemical Sensing by Phase-Modulation Fluorometry, registered as follows:



	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.

	 	08/173,277
	 

	 	 
	 
	 	 
	EP

	 	92 911548.3
	 

	 	 







55. Method for Optically Measuring Chemical Analytes, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,624,847	 
	 
	 	 	 	 







56. Long Lifetime Anisotropy (Polarization) Probes for Clinical Chemistry,
Immunoassays, Affinity Assays and Biomedical Research, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,660,991	 
	 
	 	 	 	 
	AU
	 	 	42797/96	 
	 
	 	 	 	 







57. Method and Apparatus to Perform Trans-Cutaneous Analyte Monitoring, registered
as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,628,310	 
	 
	 	 	 	 







58. Two-Photon and Multi-Photon Measurement of Analytes in Animal and Human Tissues
and Fluids, registered as follow:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	5,759,767	 
	 
	 	 	 	 







59. Metal-Ligand Complexes as Luminescent Probes for DNA Sequencing, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,432,637	 
	 
	 	 	 	 







60. Method and Composition for Detecting the Presence of a Nucleic Acid Sequence in
a Sample, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,200,752	 
	 
	 	 	 	 
	PCT
	 	US99/00781

	 
	 	 	 	 







61. Method and Composition for Characterizing a Sample Containing a Sample Lipid
and an Assay Kit, registered as follows:



	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.

	 	08/990,819
	 

	 	 







62. Water Soluble Luminescent Oxygen Sensor, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,306,661	 
	 
	 	 	 	 
	PCT
	 	US99/2418

	 
	 	 	 	 







63. Advanced Metal-Ligand Complexes for Biophysics, Clinical, and Immunoassay
Applications (or Method of Conducting an Assay of a Sample Containing an Analyte of
Interest), registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,214,628	 
	 
	 	 	 	 
	PCT
	 	US99/00744

	 
	 	 	 	 







64. Water Soluble Luminescence Oxygen Sensor and Method, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,306,661	 
	 
	 	 	 	 







65. Method for Determining a Base Sequence of a Nucleotide Strand, registered as
follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,432,637	 
	 
	 	 	 	 







66. Polarization Based Sensing, registered as follows:



	 	 	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.
	 	 	6,395,556	 
	 
	 	 	 	 







67. Fluorescent Probes for Saccharrides, registered as follows:



	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.

	 	100/448,430
	 

	 	 







68. Anistotropy Based Sensing, registered as follows:



	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.

	 	09/831,635
	 

	 	 







69. Background Suppression in Fluorometry.




70. Long Wavelength Long Lifetime Luminophores, registered as follows:



	 	 	 
	COUNTRY	 	PATENT/APPLICATION NUMBER
	U.S.

	 	10/088,646
	 

	 	 







	 	22.	 	LANGUAGE





22.1 The parties hereby confirm their express wish that this Deed and all related documents be
drawn up in English, but without prejudice to any such documents which may from time to time be
drawn up in French only, or in both English and French.



Les parties confirment leur volonté expresse que le présent acte et tous les documents connexes
soient rédigés en anglais, mais sans préjudice cependant à tous tels documents qui pourront à
l’occasion être rédigés en français seulement, ou à la fois en anglais et en français.



WHEREOF ACTE:



DONE AND PASSED at the City of Montreal, Province of Quebec on the day, month and year hereinabove
first mentioned and of record under the
number     
     of the original Minutes of the undersigned Notary.



AND AFTER HAVING DECLARED TO HAVING COGNIZANCE OF THESE PRESENTS AND HAVING EXEMPTED THE SAID
NOTARY FROM READING THEM OR CAUSING THEM TO BE READ, the parties have signed with and in the
presence of the undersigned Notary.




ART ADVANCED RESEARCH TECHNOLOGIES INC. / ART
RECHERCHES ET TECHNOLOGIES AVANCÉES INC.



Per:      



Jacques Bédard



Chief Financial Officer



Per:      



Sébastien Gignac,




Corporate Secretary




PORTSIDE GROWTH AND OPPORTUNITY FUND




Per:      



Michael Gaon, attorney,




mandatary and representative



     



LAURENT BENHAIM, NOTARY