Exhibit
      10.2


    
      ___________________________

      Mountain
        View, CA 94043

      (650)
        968-4870 

       

      Universal
        License Agreement

       

      NOTE:
        License Agreement assigned to IsoRay in LLC-001, as
        permitted by Part 18 of this Agreement. 

       

      
        	1.	
                Parties,
                  Terms, and Summary:
                  

              


      

       

      This
        agreement is between: 

       

      Licensor:
        Donald
        C. Lawrence,
        of
        _________________________________________________

       

      Licensee:
        William
        J. Stokes, of Pacific Management Associates Corp.
        

       

      
        	Summary:
                Royalty Rate (%): 2%	
                %
                  x
                  Est. 1st
                  Yr’s Sales (units): 5,000
                  x
                  

              


      

      
        	Estimated
                Unit Price $20.00 =	
                Resulting
                  Licensing Fee $2,000.00 

              


      

       

      
        	Type
                of License: x
                Exclusive	
                o Nonexclusive
                  

              


      

       

      Invention
        Title: Method
        for manufacturing and using Cs-131 seeds for radiotherapy WJS

       

      
        	Patent
                Application Ser. Nr.: N/A 	
                Filing
                  Date: In Process 

              


      

       

      Minimum
        Nr. Of Units to Be Sold to Compute Min. Annual Royalty: 10,000

       

      Minimum
        Annual Royalties Start Year Commencing 2001: WJS $4,000.00

       

      
        
          	x
Option
                  Granted:
                  Premium: $200 	
                  For
                    Term of (months): 18 

                


        

      

       

      
        x
Know-How
          Licensed: Know-How Royalty Rate (%): 1% 

      

       

      Running
        Royalty (Patent Royalty and Know-How Royalty, if applicable) (%): 2% 

       

      
        	2.	
                EffectiveDate:
                  This Agreement shall be effective as of the latter of the signature
                  dates
                  below written and shall be referred to as the Agreement of such
                  date.
                  

              


      

       

      
        	3.	
                Recitals:
                  

              


      

       

      
        	
              	A.	
                LICENSOR
                  has
                  developed an invention having the above title and warrants that
                  LICENSOR
                  has filed a patent application on such invention in the U.S. Patent
                  and
                  Trademark Office, which patent application is identified by the
                  above
                  title, Serial Number, and Filing Date. LICENSOR warrants that LICENSOR
                  has
                  full and exclusive right to grant this license on this invention
                  and
                  LICENSOR’S patent application. If the “Know-How Licensed” box above is
                  checked, LICENSOR has also developed know-how in connection with
                  said
                  invention and warrants that LICENSOR owns and has the right to
                  license
                  said know-how. 

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	
              	
                B.

              	
                LICENSEE
                  desires,
                  if the “Option Granted” box above is checked, to exclusively investigate
                  LICENSOR’S above invention for the term indicated. If said “Option
                  Granted” box is not checked, or if said box is checked and LICENSEE
                  investigates LICENSOR’S invention for the term indicated and such
                  investigation is favorable, LICENSEE desires to make, use and sell
                  the
                  products embodying such invention and covered by the claims of
                  LICENSOR’S
                  patent application and any patent(s) issuing thereon (hereinafter
                  “Licensed Product”). 

              


      

       

      
        	4.	
                If
                  Option Granted: If
                  the “Option Granted” box above is checked, then (A) the patent license
                  grant of Part 5 below shall not take effect except as defined in
                  this
                  part, and (B) LICENSOR hereby grants LICENSEE, for the option premium
                  stated above, an exclusive option to investigate LICENSOR’S invention for
                  the term indicated above, such term to commence from the date of
                  this
                  Agreement. LICENSOR will furnish LICENSEE with all information
                  and
                  know-how (if any) concerning LICENSOR’S invention in LICENSOR’S
                  possession. LICENSEE will investigate LICENSOR’S invention for
                  operability, costing, marketing, etc. LICENSEE shall report the
                  results of
                  its investigation to LICENSOR at any time before the end of the
                  option
                  term. If LICENSEE’S determination is favorable, it may thereupon exercise
                  this option and the patent license grant of Part 5 below shall
                  become
                  effective. If LICENSEE’S determination is unfavorable, then said option
                  shall not be exercised and no patent license grant shall take effect
                  and
                  all rights hereunder shall revert to LICENSOR and LICENSEE shall
                  deliver
                  to LICENSOR all results of its investigations for LICENSOR’S benefit.
                  

              


      

       

      
        	5.	
                Patent
                  License if Option Exercised or if Option Not Granted:
                  If
                  the “Option Granted” box above is checked and LICENSEE has investigated
                  LICENSOR’S invention and such investigation is favorable and LICENSEE has
                  exercised its option, or if said box is not checked, then LICENSOR
                  hereby
                  grants to LICENSEE, subject to the terms and conditions herein,
                  a patent
                  license of the type (Exclusive or Nonexclusive) checked above.
                  Such patent
                  license shall include the right to grant sublicenses, to make,
                  have made,
                  use, and sell the Licensed Product throughout the United States,
                  its
                  territories, and possessions. Such patent license shall be under
                  LICENSOR’S patent application, any continuations, divisions,
                  continuations-in-part, substitutes, reissues of any patent from
                  any of
                  such applications (hereinafter and hereinbefore LICENSOR’S patent
                  application), any patent(s) issuing thereon, and if the “Know-How
                  Licensed” box is checked above, any
                  know-how transferred to LICENSEE.
                  

              


      

       

      
        	6.	
                If
                  Know-How Licensed:
                  If the “Know-How” box above is checked, LICENSOR shall communicate to
                  LICENSEE all of LICENSOR’S know-how in respect of LICENSOR’S invention
                  within one month after the date of this Agreement and shall be
                  available
                  to consult with LICENSEE, for up to 80 hours, with respect to the
                  licensed
                  invention and know-how. All travel and other expenses of LICENSOR
                  for such
                  consultation shall be reimbursed by LICENSEE within one month after
                  LICENSOR
                  submits its voucher therefor.
                  LICENSOR makes no warranty regarding the value, suitability, or
                  workability of such know-how. The royalty applicable for such know-how
                  shall be paid, at
                  the rate indicated above, for a minimum of three years from the
                  date of
                  this Agreement if no option is granted,
                  N/A
                  or
                  for
                  three years from the date of exercise if an option is granted and
                  exercised by LICENSOR,
                  and thereafter for so long as LICENSEE makes, uses, or sells Licensed
                  Products and has a share in the United States for or at least 15%
                  of the
                  competitive market for Licensed Products. Applicable 

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

         

      

      
        	
                7.

              	
                Royalties:
                  

              


      

       

      
        	
              	A.	
                Licensing
                  Fee:
                  Unless the “Option Granted” box above is checked, LICENSEE shall pay to
                  LICENSOR, upon execution of this Agreement, a nonrefundable Licensing
                  Fee.
                  This Licensing Fee shall also serve as an advance against future
                  royalties. Such Licensing Fee shall be computed as follows: (A)
                  Take the
                  Running Royal Rate in percent, as stated above. (B) Multiply by
                  LICENSEE’S
                  Estimate of its First Year’s Sales, in units of Licensed Product, as
                  stated above. (C) Multiply by LICENSEE’S Estimated Unit Price of Licensed
                  Product, in dollars, as stated above. (D) The combined product
                  shall be
                  the Resultant Licensing Fee, in dollars, as stated above. When
                  LICENSEE
                  begins actual sales of the Licensed Product, it shall certify its
                  Actual
                  Net Factory Sales Price of Licensed Product to LICENSOR in writing
                  and
                  shall either (1) simultaneously pay LICENSOR any difference due
                  if the
                  Actual Net Factory Sales Price of Licensed Product is more than
                  the
                  Estimated Unit Price, stated above, or (2) advise LICENSOR of any
                  credit
                  to which LICENSEE is entitled if the Actual Net Factory Sales Price
                  of
                  Licensed Product is less than the above Estimated Unit Price. In
                  the
                  latter case, LICENSEE may deduct such credit from its first royalty
                  remittance to LICENSOR, under subpart B below. If an option is
                  granted and
                  exercised under Part 4 above, then Licensee shall pay this Resultant
                  Licensing Fee to LICENSOR if and when LICENSEE exercises its option.
                  

              


      

       

      
        	
              	B.	
                Running
                  Royalty:
                  If
                  the “Option Granted” box above is not checked, or is said box is checked
                  and LICENSEE has exercised its option under Part 4, LICENSEE shall
                  also
                  pay to LICENSOR a Running Royalty at the rate stated above. Such
                  royalty
                  shall be at the Patent Royalty Rate stated in Part 1 above, plus,
                  if the
                  “Know-How Licensed” box above is checked, a Know-How Royalty at the
                  Know-How Royalty Rate stated above. Said Running Royalty shall
                  be computed
                  on LICENSEE’S Net Factory Sales Price of Licensed Product. Such Running
                  Royalty shall accrue when the Licensed Products are first sold
                  or disposed
                  of by LICENSEE, or by any sublicensee of LICENSEE. LICENSEE shall
                  pay the
                  Running Royalty due to LICENSOR within one month after the end
                  of each
                  calendar quarter, together with a written report to LICENSOR of
                  the number
                  of units, respective sales prices, and total sales made in such
                  quarter,
                  together with a full itemization of any adjustments made pursuant
                  to
                  subpart F below. LICENSEE’S first report and payment shall be made within
                  one month after the end of the first calendar quarter following
                  the
                  execution of this Agreement. No royalties shall be paid by LICENSEE
                  to
                  LICENSOR until after the Licensing Fee under subpart A above has
                  been
                  earned, but LICENSEE shall make a quarterly report hereunder for
                  every
                  calendar quarter after the execution hereof, whether or not any
                  royalty
                  payment is due for such quarter, except that if an option is granted,
                  LICENSEE shall not make any royalty reports until and if LICENSEE
                  exercises its option. 

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

         

      

      
        	
              	C.	
                Minimum
                  Annual Royalties:
                  If
                  the “Exclusive” box above is checked, so that this is an exclusive
                  license, then this subpart C and subpart D shall be applicable.
                  But if the
                  “Nonexclusive” box is checked above, then these subparts C and D shall be
                  inapplicable. There shall be no minimum annual royalties due under
                  this
                  Agreement until the “Year Commencing,” as identified in Part 1 above. For
                  the exclusivity privilege of the patent license grant under Part
                  5 above,
                  a minimum annual royalty shall be due beginning with such royalty
                  year and
                  for each royalty year ending on the anniversary of such royalty
                  year
                  thereafter. Such minimum annual royalty shall be equal to the royalty
                  which would have been due if the “Minimum Number of Units (of Licensed
                  Product) to Be Sold to Compute Minimum Annual Royalty” identified in Part
                  1 above were sold during such royalty year. If less than such number
                  of
                  units of Licensed Product are sold in any royalty year, then the
                  royalty
                  payable for the fourth quarter of such year shall be increased
                  so as to
                  cause the royalty payments for such year to equal said minimum
                  annual
                  royalty. If an option is granted under Parts 1 and 4, Exercised
                  May 1999.
                  then no minimum annual royalties shall be due in any case until
                  and if
                  LICENSEE exercises its option. If
                  the U.S. Food & Drug Administration requires human trials before
                  allowing this concept to be implemented into general practice,
                  Running
                  Royalty shall not apply until FDA approve the product of this License
                  Agreement. WJS 

              


      

       

      
        	
              	D.	
                *If
                  Minimum Not Paid:
                  If this part is applicable and if sales of Licensed Product in
                  any royalty
                  year do not equal or exceed the minimum number of units identified
                  in Part
                  1 above, LICENSEE may choose not to pay the minimum annual royalty
                  under
                  subpart C above. In this case, LICENSEE shall so notify LICENSOR
                  by the
                  date on which the last royalty for such year is due, i.e., within
                  one
                  month after any anniversary of the date identified in Part 1 above.
                  Thereupon the license grant under Part 4 above shall be converted
                  to a
                  nonexclusive grant, and LICENSOR may immediately license others
                  under the
                  above patent. 

              


      

       

      
        	
              	E.	
                Most
                  Favored Licensee:
                  If this License is nonexclusive, or if it becomes nonexclusive
                  under
                  subpart D above, then (a) LICENSOR shall not grant any other license
                  under
                  the above patent to any other party under any terms which are more
                  favorable than those which LICENSEE pays or enjoys under this Agreement,
                  and (b) LICENSOR shall promptly advise LICENSEE of any such other
                  grant
                  and the terms thereof. 

              


      

       

      
        	
              	F.	
                When
                  No Royalties Due:
                  No Patent Royalties shall be due under this Agreement after the
                  above
                  patent expires or if it is declared invalid by a court of competent
                  jurisdiction from which no appeal can be taken. *Also,
                  if LICENSOR’S patent application becomes finally abandoned without any
                  patent issuing, then the Patent Royalty under this Agreement shall
                  be
                  terminated as of the date of abandonment. Any Know-How Royalties
                  under
                  Part 6 above shall continue after any Patent Royalties terminate,
                  provided
                  such Know-How Royalties are otherwise due under such Part
                  6.
                  

              


      

       

      
        	
              	G.	
                Late
                  Payments:
                  If any payment due under this Agreement is not timely paid, then
                  the
                  unpaid balance shall bear interest until paid at an annual rate
                  of 10%
                  until the delinquent balance is paid. Such interest shall be compounded
                  monthly. 

              


      

       

      
        	
              	H.	
                Net
                  Factory Sales Price:
                  “Net Factory Sales Price” is defined as the gross factory selling price of
                  Licensed Product, or the U.S. importer’s gross selling price if Licensed
                  Product is made abroad, less usual trade discounts actually allowed,
                  but
                  not including advertising allowances or fees or commissions paid
                  to
                  employees or agents of LICENSEE. The Net Factory Sales Price shall
                  not
                  include (1) packing costs, if itemized separately, (2) import and
                  export
                  taxes, excise and other sales taxes, and custom duties, and (3)
                  costs of
                  insurance and transportation, if separately billed, from the place
                  of
                  manufacture if in the U.S., or from the place of importation if
                  manufactured abroad, to the customer’s premises or next point of
                  distribution or sale. Bona fide returns may be deducted from units
                  shipped
                  in computing the royalty payable after such returns are made.
                  

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

         

      

      
        	
                8.

              	
                Records:
                  LICENSEE and any of its sublicensees shall keep full, clear, and
                  accurate
                  records with respect to sales subject to royalty under this Agreement.
                  The
                  records shall be made in a manner such that the royalty reports
                  made
                  pursuant to Part 7B can be verified. LICENSOR, or its authorized
                  agent,
                  shall have the right to examine and audit such records upon reasonable
                  notice during normal business hours, but not more than twice per
                  year. In
                  case of any dispute as to the sufficiency or accuracy of such records.
                  LICENSOR may have any independent auditor examine and certify such
                  records. LICENSEE shall make prompt adjustment to compensate for
                  any
                  errors or omissions disclosed by any such examination and certification
                  of
                  LICENSEE’S records. If LICENSOR does not examine LICENSEE’S records or
                  question any royalty report within two years from the date thereof,
                  then
                  such report shall be considered final and LICENSOR shall have no
                  further
                  right to contest such report. 

              


      

       

      
        	9.	
                Sublicensees:
                  If LICENSEE grants any sublicenses hereunder, it shall notify LICENSOR
                  within one month from any such grant and shall provide LICENSOR
                  with a
                  true copy of any sublicense agreement. Any sublicensee of LICENSEE
                  under
                  this Agreement shall be bound by all of the terms applying to LICENSEE
                  hereunder and LICENSEE shall be responsible for the obligations
                  and duties
                  of any of its sublicensees. 

              


      

       

      
        	10.	
                Patent
                  Prosecution:
                  

              


      

       

      
        	
              	A.	
                Domestic:
                  LICENSOR
                  shall, at LICENSOR’S own expense, prosecute its above U.S. patent
                  application, and any continuations, divisions, continuations in-part,
                  substitutes, and reissues of such patent application or any patent
                  thereon, at its own expense, until all applicable patents issue
                  or any
                  patent application becomes finally abandoned. LICENSOR shall also
                  pay any
                  maintenance fees which are due on any patent(s) which issue on
                  said patent
                  application. If for any reason LICENSOR intends to abandon any
                  patent
                  application hereunder, it shall notify LICENSEE at least two months
                  in
                  advance of any such abandonment so as to give LICENSEE the opportunity
                  to
                  take over prosecution of any such application and maintenance of
                  any
                  patent. If LICENSEE takes over prosecution, LICENSOR shall cooperate
                  with
                  LICENSEE in any manner LICENSEE requires, at LICENSEE’S expense.
                  

              


      

       

      
        	
              	B.	
                Foreign:
                  LICENSOR shall have the opportunity, but not the obligation, to
                  file
                  corresponding foreign patent applications to any patent application
                  under
                  subpart A above. If LICENSOR files any such foreign patent applications,
                  LICENSOR may license, sell, or otherwise exploit the invention,
                  Licensed
                  Product, or any such foreign application in any countries foreign
                  to the
                  United States as it chooses, provided that LICENSOR must give LICENSEE
                  a
                  right of first refusal and at least one month to exercise this
                  right
                  before undertaking any such foreign exploitation. If LICENSOR chooses
                  not
                  to file any corresponding foreign applications under this part,
                  it shall
                  notify LICENSEE at least one month prior to the first anniversary
                  of the
                  above patent application so as to give LICENSEE the opportunity
                  to file
                  corresponding foreign patent applications if it so chooses.
                  

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

         

      

      
        	
              	
                C.

              	
                If
                  Licensee Acts:
                  If
                  LICENSEE takes over prosecution of any U.S. patent application
                  under
                  subpart A above, and LICENSEE is successful so that a patent issues,
                  then
                  LICENSEE shall pay LICENSOR royalties thereafter at a rate of 75%
                  of the
                  royalty rate and any applicable minimum under Part 7C above and
                  LICENSEE
                  shall be entitled to deduct prosecution and maintenance expenses
                  from its
                  royalty payments. If LICENSEE elects to prosecute any foreign patent
                  applications under subpart B above, then LICENSEE shall pay LICENSOR
                  royalties of 50% of the royalty rate under Part 7 above for any
                  applicable
                  foreign sales, less all foreign prosecution and maintenance expenses
                  incurred by LICENSEE. 

              


      

       

      
        	11.	
                Marking:
                  LICENSEE
                  shall mark all units of Licensed Product, or its container if direct
                  marking is not leasible, with the legend “Patent Pending” until any
                  patent(s) issue from the above patent application. When any patent(s)
                  issue, LICENSOR shall promptly notify LICENSEE and thereafter LICENSEE
                  shall mark all units of Licensed Product which it sells with proper
                  notice
                  of patent marking under 35 U.S.C. Section 287.


              


      

       

      
        	12.	
                If
                  Infringement Occurs:
                  If either party discovers that the above patent is infringed, it
                  shall
                  communicate the details to the other party. LICENSOR shall thereupon
                  have
                  the right, but not the obligation, to take whatever action it deems
                  necessary, including the filing of lawsuits, to protect the rights
                  of the
                  parties to this Agreement and to terminate such infringement. LICENSEE
                  shall cooperate with LICENSOR if LICENSOR takes any such action,
                  but all
                  expenses of LICENSOR shall be borne by LICENSOR. If LICENSOR recovers
                  any
                  damages or compensation for any action it takes hereunder, LICENSOR
                  shall
                  retain 100% of such damages. If LICENSOR does not wish to take
                  any action
                  hereunder, LICENSEE shall also have the right, but not the obligation,
                  to
                  take any such action, in which case LICENSOR shall cooperate with
                  LICENSEE, but all of LICENSEE’S expenses shall be borne by LICENSEE.
                  LICENSEE shall receive 75% of any damages or compensation it recovers
                  for
                  any such infringement and shall pay 25% of such damages or compensation
                  to
                  LICENSOR, after deducting its costs, including attorney fees.
                  

              


      

       

      
        	13.	
                Disclaimer
                  and Hold Harmless:
                  

              


      

       

      
        	
              	A.	
                Disclaimer
                  of Warranty:
                  Nothing herein shall be construed as a warranty or representation
                  by
                  LICENSOR as to the scope or validity of the above patent application
                  or
                  any patent issuing thereon. 

              


      

       

      
        	
              	B.	
                Product
                  Liability:
                  LICENSEE shall hold LICENSOR harmless from any product liability
                  actions
                  involving Licensed Product. 

              


      

       

      
        	14.	
                Term:
                  The term of this Agreement shall end with the expiration of the
                  last of
                  any patent(s) which issues on LICENSOR’S patent application, unless
                  terminated sooner for any reason provided herein, or unless know-how
                  is
                  licensed, in which case the terms of Part 6 shall cover the term
                  of this
                  Agreement. 

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

         

      

      
        	
                15.

              	
                Termination:
                  This Agreement may be terminated under and according to any of
                  the
                  following contingencies: 

              


      

       

      
        	
              	A.	
                Default:
                  If
                  LICENSEE fails to make any payment on the date such payment is
                  due under
                  this Agreement, or if LICENSEE makes any other default under or
                  breach of
                  this Agreement, LICENSOR shall have the right to terminate this
                  Agreement
                  upon giving three months’ written Notice of Intent to Terminate,
                  specifying such failure, breach, or default to LICENSEE. If LICENSEE
                  fails
                  to make any payment in arrears, or otherwise fails to cure the
                  breach or
                  default within such three-month period, then LICENSOR may then
                  send a
                  written Notice of Termination to LICENSEE, whereupon this Agreement
                  shall
                  terminate in one month from the date of such Notice of Termination.
                  If
                  this Agreement is terminated hereunder, LICENSEE shall not be relieved
                  of
                  any of its obligations to the date of termination and LICENSOR
                  may act to
                  enforce LICENSEE’S obligations after any such termination.
                  

              


      

       

      
        	
              	B.	
                Bankruptcy,
                  Etc.
                  If
                  LICENSEE shall go into receivership, bankruptcy, or insolvency,
                  or make an
                  assignment for the benefit of creditors, or go out of business,
                  this
                  Agreement shall be immediately terminable by LICENSOR by written
                  notice,
                  but without prejudice to any rights of LICENSOR hereunder.
                  

              


      

       

      
        	
              	C.	
                Antishelving:
                  If
                  LICENSEE discontinues its sales or manufacture of Licensed Product
                  without
                  intent to resume, it shall so notify LICENSOR within one month
                  of such
                  discontinuance whereupon LICENSOR shall have the right to terminate
                  this
                  agreement upon one months’ written notice, even if this Agreement has been
                  converted to a nonexclusive grant under Part 7D above. If LICENSEE
                  does
                  not begin manufacture or sales of Licensed Product within one and
                  one-half
                  years from the date of this Agreement or the date of its option
                  exercise
                  if an option is granted, or, after commencing manufacture and sales
                  of
                  Licensed Product, discontinues its manufacturer and sales of Licensed
                  Product for one and one-half years, LICENSOR shall have the right
                  to
                  terminate this Agreement upon one months’ written notice, unless LICENSEE
                  can show that it in good faith intends and is actually working
                  to resume
                  or begin manufacture or sales, and has a reasonable basis to justify
                  its
                  delay. In such case LICENSEE shall advise LICENSOR in writing,
                  before the
                  end of such one-and one-half year period, of the circumstances
                  involved
                  and LICENSEE shall thereupon have up to an additional year to resume
                  or
                  begin manufacture or sales. It is the intent of the parties hereto
                  that
                  LICENSOR shall not be deprived of the opportunity, for an unreasonable
                  length of time, to exclusively license its patent if LICENSEE has
                  discontinued or has not commenced manufacture or sales of Licensed
                  Product. In no case shall LICENSOR have the right to terminate
                  this
                  Agreement if and so long as LICENSEE is paying LICENSOR minimum
                  annual
                  royalties under Part 7C above. 

              


      

       

      
        	16.	
                Notices:
                  All
                  notices, payments, or statements under this Agreement shall be
                  in writing
                  and shall be sent by first-class certified mail, return receipt
                  requested,
                  postage prepaid to the party concerned at the above address, or
                  to any
                  substituted address given by notice hereunder. Any such notice,
                  payment,
                  or statement shall be considered sent or made on the day deposited
                  in the
                  mails. Payments and statements may be sent by ordinary mail.
                  

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

         

      

      
        	
                17.

              	
                Mediation
                  and Arbitration: If
                  any dispute arises under this Agreement, the parties shall negotiate
                  in
                  good faith to settle such dispute. If the parties cannot resolve
                  such
                  dispute themselves, then either party may submit the dispute to
                  mediation
                  by a mediator approved by both parties. The parties shall both
                  cooperate
                  with the mediator. If the parties cannot agree to any mediator,
                  or if
                  either party does not wish to abide by any decision of the mediator,
                  then
                  they shall submit the dispute to arbitration by any mutually acceptable
                  arbitrator. If no arbitrator is mutually acceptable, then they
                  shall
                  submit the matter to arbitration under the rules of the American
                  Arbitration Associate (AAA). Under any arbitration, both parties
                  shall
                  cooperate with and agree to abide finally by any decision of the
                  arbitration proceeding. If the AAA is selected, the arbitration
                  shall take
                  place under the auspices of the nearest branch of the AAA to the
                  other
                  party. The costs of the arbitration proceeding shall be borne according
                  to
                  the decision of the arbitrator, who may apportion costs equally,
                  or in
                  accordance with any finding of fault of lack of good faith of either
                  party. The arbitrator’s award shall be non-appealable and enforceable in
                  any court of competent jurisdiction.


              


      

       

      
        	18.	
                Assignment.
                  The rights of LICENSOR under this Agreement shall be assignable
                  or
                  otherwise transferable, in whole or in part, by LICENSOR and shall
                  vest
                  LICENSOR’S assigns or transferees with the same rights and obligations as
                  were held by LICENSOR. This Agreement shall be assignable by LICENSEE
                  to
                  any entity that succeeds to the business of LICENSEE to which Licensed
                  Products relate or to any other entity if LICENSOR’S permission is first
                  obtained in writing. 

              


      

       

      
        	19.	
                Jurisdiction
                  and Venue:
                  This Agreement shall be interpreted under the laws of LICENSOR’S state, as
                  given in Part 1 above. Any action related to this Agreement shall
                  be
                  brought in the county of LICENSOR’S above address; LICENSEE hereby
                  consents to such venue. 

              


      

       

      
        	20.	
                Non-Frustration:
                  Neither party to this Agreement shall commit any act or take any
                  action
                  which frustrates or hampers the rights of the other party under
                  this
                  Agreement. Each party shall act in good faith and engage in fair
                  dealing
                  when taking any action under or related to this Agreement.
                  

              


      

       

      
        	21.	
                Rectification:
                  In
                  case of any mistake in this Agreement, including any error, ambiguity,
                  illegality, contradiction, or omission, this Agreement shall be
                  interpreted as if such mistake were rectified in a manner which
                  implements
                  the intent of the parties as nearly as possible and effects substantial
                  fairness, considering all pertinent circumstances.
                  

              


      

       

      
        	22.	
                Entire
                  Agreement:
                  This Agreement sets forth the entire understanding between the
                  parties and
                  supersedes any prior or contemporaneous oral understandings and
                  any prior
                  written agreements. 

              


      

       

      
        	23.	
                Signatures:
                  The parties, having carefully read this Agreement and having consulted
                  or
                  have been given an opportunity to consult counsel, have indicated
                  their
                  agreement to all of the above terms by signing this Agreement on
                  the
                  respective dates below indicated. LICENSEE and LICENSOR have each
                  received
                  a copy of this Agreement with both LICENSEE’S and LICENSOR’S original ink
                  signatures thereon. 

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

         

      

      
        	
                Licensor:
                  /s/ Donald C. Lawrence

              	
                 Date:
                  10/31/97 

              


      

       

      Print
        Licensor’s Name: Donald
        C. Lawrence 

       

      
        	
                Licensee:
                  /s/
                  William J. Stokes 

              	
                 Date:
                  11/26/97 

              


      

       

      Print
        Licensee’s Name: William
        J. Stokes, President - ANMS & PMAC 

       

       

      D.C.
        Lawrence

      RADIOLOGICAL
        PHYSICS

      1075
        Space Park Way, #349

      Mountain
        View, CA 94043

      (650)
        968-4870

       

      
        
           

        

        
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