NOTE CONVERSION AGREEMENT

     AGREEMENT made as of the 24th day of October, 2005,  by  and
among Diasense, Inc., a Pennsylvania corporation ("Diasense") and
Dominion Assets, LLC ("Dominion").

                      W I T N E S S E T H:

     WHEREAS,  Diasense has issued a promissory note dated  April
8,  2004  in  the aggregate principal amount of $1,954,936.00  in
favor of BICO, Inc. (the "Note");

     WHEREAS, the Note was assigned to Dominion pursuant to  that
certain  Assignment  of Note, dated July 23, 2004  between  BICO,
Inc. and Dominion;

     WHEREAS,  Diasense granted Dominion a security  interest  in
all  of  Diasense's  assets pursuant to  that  certain  Amendment
Number 1 to Demand Note, dated September 28, 2004;

     WHEREAS,  the  current  outstanding  balance  of  the  Note,
including interest through October 1, 2005, is $2,118,606.19; and

     WHEREAS,  the  parties  hereto  seek  to  provide  for   the
conversion  of  the Note into the common stock of Diasense,  $.01
par value (the "Common Stock").

     NOW,  THEREFORE,  in consideration of the  mutual  promises,
covenants  and  agreements contained herein, the  parties  hereto
agree as follows:

     1.    If  Diasense raises a minimum of $3,000,000  in  gross
proceeds  from  the  private offering  and  sale  of  its  equity
securities on or before March 31, 2006, at a price per  share  of
at  least $.10 (the "Qualified Offering"): Dominion hereby agrees
to convert the entire principal amount of the Note, including all
accrued and unpaid interest through the date of conversion,  into
shares of Common Stock of Diasense at a conversion price of  $.04
per  share (the "Conversion Shares"), in full satisfaction of any
and all obligations of Diasense under the Note.

          The conversion of the Note as provided herein shall  be
deemed  to occur automatically upon Diasense's completion of  the
Qualified  Offering.  Diasense shall provide Dominion  notice  of
the  completion of the Qualified Offering and within 10  days  of
such notice Dominion shall surrender the Note in exchange for the
issuance of the Conversion Shares, which shall be validly issued,
fully paid and non assessable shares of Common Stock of Diasense.

     2.    Dominion represents, acknowledges and agrees that  its
representatives have had an opportunity to review  any  financial
statements and data related to Diasense's operations and have had
an  opportunity  to ask questions of, and receive  answers  from,
Diasense  or  from  any  person acting on its  behalf  concerning
Diasense's  financial and operating condition, and to obtain  any
information  necessary to verify the accuracy of the  information
provided to such party.

     3.    Dominion  acknowledges and agrees that the  Conversion
Shares will be restricted and that Dominion may not sell, assign,
pledge,  transfer, or otherwise dispose of the Conversion  Shares
unless   such  sale,  assignment,  pledge,  transfer,  or   other
disposition  is  either registered under the  Securities  Act  of
1933,  as  amended  (the "Act"), or is exempt  from  registration
under the Act and any applicable state securities laws.

     4.   As conditions to the obligations of Dominion hereunder:

          (A)   Diasense shall as soon as practicable, and at all
     times  thereafter,  take all corporate action  necessary  to
     amend  its Articles of Incorporation to increase the  number
     of  shares  of authorized Common Stock so that  there  is  a
     sufficient  number of authorized Common Stock available  for
     the issuance of the Conversion Shares in accordance with the
     terms  of this Agreement.  Dominion agrees to vote in  favor
     of any such amendment to the Articles of Incorporation.

          (B)   Diasense  agrees  to take  all  corporate  action
     necessary  to  appoint  Keith  Keeling  as  Chief  Executive
     Officer  of  Diasense as soon as practicable  following  the
     execution of this Agreement.

          (C)   Diasense  agrees  to take  all  corporate  action
     necessary,  as  soon as practicable in a  manner  consistent
     with  any required regulatory filings, to (i) appoint  Keith
     Keeling  to the Diasense Board of Directors and (ii) appoint
     two nominees of Dominion to the Diasense Board of Directors.
     These  appointments to the Diasense Board of Directors  will
     be  deemed  to  be  effective when all  required  regulatory
     filings have been made.

     5.    The  foregoing is the entire Agreement of the  parties
with respect to the subject matter hereof and may not be amended,
supplemented,   cancelled  or  discharged   except   by   written
instrument  executed  by  both parties  hereto.   This  Agreement
supersedes  any  and  all prior Agreements  between  the  parties
hereto with respect to the matters covered hereby.

     6.    This  Agreement shall be governed by and construed  in
accordance with the laws of the Commonwealth of Pennsylvania.

     7.   To facilitate execution, this Agreement may be executed
in   counterparts,  and  it  shall  not  be  necessary  that  the
signatures  of  all  parties appear  on  each  counterpart.   All
counterparts shall collectively constitute a single Agreement.


     IN  WITNESS  WHEREOF, the parties hereto have duly  executed
this Agreement on the day herein above written.

                                   DIASENSE, INC.



                                   By:   \s\ Anthony Paterra
                                   Name: Anthony Paterra
                                   Title: CEO


                                   DOMINION ASSETS, LLC


                                   By:   \s\ Keith R. Keeling
                                   Name: Keith R. Keeling
                                   Title: Managing Member