LIMITED
      EXCLUSIVE

    PATENT
      LICENSE AGREEMENT

     

    For

     

    OPTICAL
      COHERENCE TOMOGRAPHY

    For
      Human and Animal Dentistry

     

    Between

     

    THE
      REGENTS OF THE UNIVERSITY OF CALIFORNIA

     

    and

     

    LANTIS
      LASER, INC.

     

    LLNL
      Case No. TL-1640-00

     

    Lawrence
      Livermore National Laboratory

    University
      of California

    P.O.
      Box 808, L-795, Livermore, CA 94551

    Industrial
      Partnerships and Commercialization

     

    September
      2001

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    

      
        	
                1.

              	
                BACKGROUND

              	 	
                1

              
	
                2.

              	
                DEFINITIONS

              	 	
                2

              
	
                3.

              	
                LICENSE
                  GRANT

              	 	
                5

              
	
                4.

              	
                SUBLICENSING
                  RIGHTS AND OBLIGATIONS

              	 	
                6

              
	
                5.

              	
                FEES,
                  ROYALTIES AND PAYMENTS

              	 	
                7

              
	
                6.

              	
                PERFORMANCE
                  OBLIGATIONS

              	 	
                8

              
	
                7.

              	
                PROGRESS
                  AND ROYALTY REPORTS

              	 	
                9

              
	
                8.

              	
                BOOKS
                  AND RECORDS

              	 	
                13

              
	
                9.

              	
                TERM

              	 	
                14

              
	
                10.

              	
                TERMINATION
                  AND DEPOSITION OF LICENSED PRODUCTS

              	 	
                14

              
	
                11.

              	
                PATENT
                  PROSECUTION AND MAINTENANCE

              	 	
                15

              
	
                12.

              	
                PAYMENT
                  INFRINGEMENT

              	 	
                16

              
	
                13.

              	
                USE
                  OF NAMES AND TRADEMARKS

              	 	
                18

              
	
                14.

              	
                LIMITED
                  WARRANTY

              	 	
                18

              
	
                15.

              	
                INDEMNIFICATION

              	 	
                19

              
	
                16.

              	
                INSURANCE

              	 	
                19

              
	
                17

              	
                WAIVER

              	 	
                20

              
	
                18.

              	
                ASSIGNABILITY

              	 	
                21

              
	
                19.

              	
                LATE
                  PAYMENTS

              	 	
                21

              
	
                20.

              	
                NOTICES

              	 	
                21

              
	
                21.

              	
                DISPUTES
                  AND GOVERNING LAWS

              	 	
                22

              
	
                22.

              	
                PATENT
                  MARKING

              	 	
                23

              
	
                23.

              	
                GOVERNMENT
                  APPROVAL OR REGISTRATION

              	 	
                23

              
	
                24.

              	
                EXPORT
                  CONTROL LAWS

              	 	
                23

              
	
                25.

              	
                FORCE
                  MAJEURE

              	 	
                23

              
	
                26.

              	
                UNITED
                  STATES PREFERENCE

              	 	
                24

              
	
                27.

              	
                PROPRIETARY
                  INFORMATION

              	 	
                24

              
	
                28.

              	
                MISCELLANEOUS

              	 	
                25

              
	EXHIBIT
                A - LICENSED PATENTS	 	
                27

              
	EXHIBIT
                B - RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS	 	
                28

              
	EXHIBIT
                C - FEES AND ROYALTIES	 	
                30

              
	EXHIBIT
                D - MUTUAL DISCLOSURE AGREEMENT	 	
                34

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      LIMITED
        EXCLUSIVE PATENT LICENSE AGREEMENT

      For
        OPTICAL COHERENCE TOMOGRAPHY

      For
        Human and Animal Dentistry

       

      This
        Agreement is effective on the Effective Date by and between The Regents of
        the
        University of California (THE REGENTS), under its U.S. Department of Energy
        (DOE) Contract No. W-7405-ENG-48 to manage and operate Lawrence Livermore
        National Laboratory (LLNL), and Lantis Laser, Inc., a New Jersey corporation,
        having its principal place of business at 1950 Greenwood Lake Turnpike, Hewitt,
        NJ 07421. THE REGENTS is a corporation organized and existing under the laws
        of
        the State of California, with its principal office at 1111 Franklin Street,
        12th
        Floor, Oakland, CA 94607-5200. THE REGENTS and LANTIS LASER, INC. are referred
        to jointly as “Parties.”

       

      
        	
                1.

              	
                BACKGROUND

              


      

       

      
        	
                1.1.

              	
                Certain
                  inventions characterized as Optical Coherence Imaging technology
                  (Inventions) described in LLNL patent applications and patents
                  listed in
                  Exhibit A (LICENSED PATENTS), which may be useful for imaging dental
                  tissues, were made at LLNL and are covered by THE REGENTS’ Patent Rights
                  as defined in Article 2 (DEFINITIONS). One such patent application
                  is
                  co-owned by THE REGENTS and Optiphase, Inc. (referred to collectively
                  as
                  “LICENSOR,”), which are parties to an agreement (LLNL Case No. TO-4001-99)
                  that gives THE REGENTS the sole right to commercialize the co-owned
                  intellectual property in exchange for a share of revenue generated
                  by THE
                  REGENTS’ commercialization agreements. LANTIS LASER, INC. will be required
                  to pay a portion of the fees and royalties due under this Agreement
                  directly to Optiphase, Inc.

              


      

       

      
        	
                1.2.

              	
                LANTIS
                  LASER, INC. entered into a Mutual Nondisclosure Agreement (MNDA)
                  provided
                  in Exhibit D (MUTUAL NONDISCLOSURE AGREEMENT), which is incorporated
                  herein, that allowed LANTIS LASER, INC. to evaluate its interest
                  in taking
                  a license to the Inventions.

              


      

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      
        	
                1.3.

              	
                LANTIS
                  LASER, INC. recognizes that royalties due under this Agreement
                  will be
                  paid on licensed patent applications and issued
                  patents.

              


      

       

      
        	
                1.4.

              	
                LANTIS
                  LASER, INC. is interested in acquiring certain rights to the Inventions
                  for the development, manufacture, and sale of products based on
                  the
                  Inventions. THE REGENTS is willing to grant such rights so that
                  the
                  Inventions may be developed and used to the fullest extent for
                  the benefit
                  of the U.S. economy and the general
                  public.

              


      

       

      
        	
                1.5.

              	
                LANTIS
                  LASER, INC. is a “small entity” as defined in 37 CFR §
                  1.9.

              


      

       

      
        	
                1.6.

              	
                ANTIS
                  LASER, INC. is a “small business firm” as defined at section 2 of Pub. L.
                  85-536 (15 U.S.C. § 632).

              


      

       

      THEREFORE,
        the Parties agree as follows:

       

      
        	
                2.

              	
                DEFINITIONS

              


      

       

      
        	
                2.1.

              	
                “Effective
                  Date” means the date of execution by the last signing Party and payment
                  of the first installment of the License Issue
                  Fee.

              


      

       

      
        	
                2.2.

              	
                “Field
                  of Use” is the application or use defined in Exhibit B (RIGHTS GRANTED
                  AND
                  PERFORMANCE OBLIGATIONS).

              


      

       

      
        	
                2.3.

              	
                “First
                  Commercial Sale” means the first sale for use or consumption by the general
                  public of any Licensed Product in any country based on the required
                  marketing and pricing approval granted by the governing health
                  authority
                  of such
                  country.

              


      

       

      
        	
                2.4.

              	
                “Government”
                  means the United States Government.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                2.5.

              	“Lease
                Price” means gross income from a contract by which LICENSEE
                conveys
                Licensed Products for a specified term at a specified
                fee.


      

       

      
        	
                2.6.

              	
                “Licensed
                  Methods” are any methods, procedures, processes, or other subject matter
                  whose use or practice would constitute an infringement of THE REGENTS’
                  Patent Rights but for the license granted to
                  LICENSEE
                  under this Agreement.

              


      

       

      
        	
                2.7.

              	
                “Licensed
                  Patents” are:

              


      

       

      
        	 	
                2.7.1.

              	
                U.S.
                  patents and U.S. patent applications specified in Exhibit A (LICENSED
                  PATENTS), and U.S. patents resulting from these applications
                  and continuations of these applications, including divisionals,
                  but not including continuation-in-part applications resulting
                  from these applications;

              


      

       

      
        	 	
                2.7.2.

              	
                reissues
                  of 2.7.1;

              


      

       

      
        	 	
                2.7.3.

              	
                foreign
                  patent applications filed under Article 11 (PATENT PROSECUTION
                  AND MAINTENANCE) and patents resulting from these
                  applications.

              


      

       

      
        	
                2.8.

              	
                “Licensed
                  Products” are products that incorporate or are produced by the practice of
                  subject matter claimed in Licensed Patents, and whose manufacture,
                  use,
                  sale, import, or offer for sale would constitute an infringement
                  of THE
                  REGENTS’ Patent Rights but for the license granted to LICENSEE
                  under
                  this Agreement.

              


      

       

      
        	
                2.9.

              	
                “LICENSEE”
                  means
                  LANTIS LASER, INC.

              


      

       

      
        	
                2.10.

              	
                “Net
                  Sales,” as used in this Agreement to compute royalties, means the
                  aggregate Sale Price, Lease Price, or Service Price of Licensed
                  Products
                  or Licensed Methods
                  invoiced or otherwise charged or exchanged by LICENSEE
                  and any sublicensees
                  in transactions with independent third parties for cash, or other
                  consideration as mutually agreed by the Parties, using generally
                  accepted
                  accounting
                  principles.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      No
        deductions will be made from Net Sales for commissions paid to individuals
        whether they are with independent sales agencies or regularly employed by
        LICENSEE
        and
        on
        its payroll, or for cost of collections.

       

      
        	
                2.11.

              	
                “OCDR”
                  means Optical Coherence Domain
                  Reflectometry.

              


      

       

      
        	
                2.12.

              	
                “Sale
                  Price” means the gross invoice selling price after
                  deducting:

              


      

       

      
        	 	
                2.12.1.

              	
                Discounts
                  allowed in amounts customary in the
                  trade;

              


      

       

      
        	 	
                2.12.2.

              	
                Sales,
                  tariff duties or use taxes directly imposed and with reference
                  to
                  particular sales;

              


      

       

      
        	 	
                2.12.3.

              	
                Allowances
                  actually paid and limited to rejections, returns, and prompt
                  payment and volume discounts granted to customers of
                  Licensed Products, whether in cash or Licensed Products in lieu
                  of
                  cash;

              


      

       

      
        	 	
                2.12.4.

              	
                Freight,
                  transport packing, insurance charges associated with transportation;
                  and

              


      

       

      
        	 	
                2.12.5.

              	
                Taxes,
                  tariff, or import/export duties based on sales when included in
gross
                  sales, but not value-added taxes or taxes assessed on income derived
                  from
                  such sales.

              


      

       

      
        	 	
                2.12.6.

              	
                Uncollectible
                  accounts.

              


      

       

      The
        Sale
        Price of Licensed Products that are disposed of other than by sale or
lease
        is
LICENSEE’s
        gross
        invoice selling price for products of similar kind and quality, sold in similar
        quantities. If LICENSEE is not currently offering comparable products for
        sale,
        then the Sale Price is the average gross invoice selling
        price at which products of similar kind and quality, sold in similar
quantities,
        are currently offered for sale by other manufacturers. If comparable products
        are not currently sold or offered for sale by others, then the Sale Price
        will
        be
LICENSEE’s
        cost
        of
        manufacture, determined by LICENSEE’s
        customary
        accounting procedures, plus LICENSEE’s
        standard
        markup.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                2.13.

              	
                “Sales
                  of Licensed Products” means sale or lease of Licensed Products or
                  performance of services using Licensed Products or Licensed
                  Methods.

              


      

       

      
        	
                2.14.

              	
                “Service
                  Price” means gross income from services performed by LICENSEE
                  using Licensed Products or Licensed
                  Methods.

              


      

       

      
        	
                2.15.

              	
                “THE
                  REGENTS’ Patent Rights” are THE REGENTS’ rights in Licensed Patents under
                  applicable patent laws.

              


      

       

      
        	
                2.16.

              	
                “Authorized
                  Technologies” means any digital technology or laser technology for
                  ablating biological material.

              


      

       

      
        	
                2.17.

              	
                “Integrated
                  Products” means a combination of OCDR Products with one or more Authorized
                  Technologies, to provide a product which is a combination of and
utilizes
                  both technologies.

              


      

       

      
        	
                3.

              	
                LICENSE
                  GRANT

              


      

       

      
        	
                3.1.

              	
                The
                  license rights granted to LICENSEE
                  by
                  THE REGENTS are set forth in Exhibit
                  B (RIGHTS GRANTED AND PERFORMANCE
                  OBLIGATIONS).

              


      

       

      
        	
                3.2.

              	
                The
                  Government retains a paid-up, royalty-free, nontransferable, worldwide,
                  irrevocable license to practice Licensed Patents by or on behalf
                  of the
                  Government.
                  The Government has certain other rights under 35 U.S.C. §§ 200 212
                  and applicable
                  regulations.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          
            	3.3.	
                    THE
                      REGENTS reserves all rights not otherwise granted in this Agreement
                      and
                      the right to use THE REGENTS’ Patent Rights for educational and research
                      purposes.

                  


          

        

      

       

      
        	
                4.

              	
                SUBLICENSING
                  RIGHTS AND OBLIGATIONS

              


      

       

      
        	
                4.1.

              	
                The
                  sublicensing rights granted to LICENSEE by THE REGENTS are set
                  forth in
                  Exhibit B, Paragraph B.2.

              


      

       

      
        	
                4.2.

              	
                LICENSEE
                  will provide THE REGENTS with an executed copy of each sublicense
                  within thirty (30) days of execution of the
                  agreement.

              


      

       

      
        	
                4.3.

              	
                LICENSEE
                  must include in any sublicense all the rights and obligations due
                  THE
                  REGENTS and the Government set forth in this
                  Agreement.

              


      

       

      
        	
                4.4.

              	
                LICENSEE
                  will promptly forward to THE REGENTS any reports and statements
it
                  receives from sublicensees under Article
                  4.3.

              


      

       

      
        	
                4.5.

              	
                LICENSEE
                  must include in all sublicenses the notice that (a) upon termination
                  of
                  this Agreement for any reason, THE REGENTS will automatically succeed
                  to
                  all rights of LICENSEE arising from sublicenses granted under this
                  Agreement; and (b)
                  THE REGENTS may, at its sole discretion, cancel any or all such
                  sublicenses, provided reasonable grounds exist for such
                  cancellation.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                FEES,
                  ROYALTIES AND PAYMENTS

              


      

       

      
        	
                5.1.

              	
                As
                  partial consideration for rights granted to LICENSEE,
                  LICENSEE
                  will pay to THE REGENTS an issue fee and maintenance fees as set
                  forth in
                  Exhibit C (FEES AND ROYALTIES).

              


      

       

      
        	
                5.2.

              	
                As
                  further consideration for rights granted to LICENSEE, LICENSEE
                  will pay to
                  THE REGENTS a minimum annual royalty and an earned royalty based
                  on Net
                  Sales as set forth in Exhibit C.

              


      

       

      
        	
                5.3.

              	
                LICENSEE
                  will
                  pay royalties to THE REGENTS according to the schedule specified
                  in
                  Article 7 (PROGRESS AND ROYALTY
                  REPORTS).

              


      

       

      
        	
                5.4.

              	
                LICENSEE
                  will
                  pay all fees and royalties in U.S. dollars collectible at par in
                  San
                  Francisco, California. All payments due hereunder shall be deemed
                  received
                  when funds are credited to LLNL’s bank account and shall be payable by
                  check or
                  wire transfer in United States dollars. Conversion of foreign currency
                  to
                  U.S. dollars shall be made at the conversion rate existing in the
                  United
                  States (as reported
                  in The
                  New York Times or
                  The
                  Wall Street Journal) on
                  the last working day that falls on or prior to the due date of
                  the Royalty
                  Report. No transfer, exchange, collection or other charges shall
                  be
                  deducted from such payments.

              


      

       

      
        	
                5.5.

              	
                Notwithstanding
                  the provisions of Article 25 (FORCE MAJEURE), if at any time legal
                  restrictions would prevent LICENSEE
                  from making payment of part or all of
                  any royalties in any country outside the U.S. from LICENSEE’s
                  source of funds outside the U.S., LICENSEE
                  may delay payment of such funds for six (6) months
                  with the rate of exchange calculated as of the date the funds became
                  due.
                  Simple interest shall be paid on such delayed payments at the rate
                  of U.S.
                  prime plus
                  three percent (3%). If no payments are made within said six (6)
                  month
                  period,
                  LICENSEE
                  will convert the amount owed to THE REGENTS into U.S. funds and
                  pay THE
                  REGENTS directly from LICENSEE’s
                  U.S. source of funds.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                5.6.

              	
                No
                  royalties are due on Sales of Licensed Products to the Government
                  or for
                  Government purposes. LICENSEE will reduce the amount charged for
                  such
                  sales by
                  an amount equal to the royalty otherwise due THE
                  REGENTS.

              


      

       

      
        	
                6.

              	
                PERFORMANCE
                  OBLIGATIONS

              


      

       

      
        	
                6.1.

              	
                LICENSEE,
                  upon execution of this Agreement, will diligently proceed with
                  the
                  development, manufacture, and sale of Licensed Products and use
                  of
                  Licensed Methods, and earnestly and diligently endeavor to market
                  the same
                  as specified in
                  Exhibit B (RIGHTS GRANTED AND PERFORMANCE
                  OBLIGATIONS).

              


      

       

      
        	
                6.2.

              	
                During
                  the term of this Agreement, LICENSEE
                  will
                  demonstrate a continuing effort
                  to commercialize and sell Licensed Products and use Licensed Methods
                  to
                  meet market demand.

              


      

       

      
        	
                6.3.

              	
                If
                  LICENSEE
                  does not meet the performance obligations specified in Exhibit
                  B, THE
                  REGENTS may at its sole option: (a) convert the limited exclusive
                  license
                  for
                  Licensed Patents to a nonexclusive license; (b) negotiate with
                  LICENSEE
                  a
                  new
                  schedule and conditions for continuation of a limited exclusive
                  license;
                  or
                  (c) terminate this
                  Agreement.

              


      

       

      
        	
                6.4.

              	
                THE
                  REGENTS will notify
                  LICENSEE
                  if
                  THE REGENTS is approached by a third
                  party seeking a license to make, use, or sell Licensed Products
                  in
                  LICENSEE’s
                  Field
                  of Use. LICENSEE
                  will negotiate in good faith with that third
                  party to grant a sublicense for any Licensed Patents in the market
                  for
                  which LICENSEE and existing sublicensees are not meeting, or not
                  diligently working toward meeting, commercial demand. The determination
                  to
                  grant a sublicense may
                  be based on LICENSEE’s
                  business interests. LICENSEE
                  will
                  provide THE REGENTS with justification for denying any such
                  sublicense.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                6.5.

              	
                During
                  the term of this Agreement,
                  LICENSEE
                  will conduct normal, continuous business operations. If LICENSEE
                  seeks protection under any U.S. bankruptcy proceedings during the
                  term of
                  this Agreement, LICENSEE
                  will notify THE REGENTS in writing no later than seventy-two (72)
                  hours
                  after the bankruptcy filing. THE REGENTS has the option to terminate
                  this
                  Agreement upon a bankruptcy filing by the LICENSEE.

              


      

       

      
        	
                7.

              	
                PROGRESS
                  AND ROYALTY REPORTS

              


      

       

      
        	
                7.1.

              	
                Annual
                  Progress Report: LICENSEE will
                  submit to THE REGENTS annual progress reports according to the
                  following
                  schedule:

              


      

       

      
        	
                Due
                  date

              	 	
                For
                  previous period

              
	
                Febru
                  28

              	 	
                January
                  1- December 31

              


      

      


      The
        progress report must cover LICENSEE’s
        activities in meeting the performance
        obligations set forth in Article 6 (PERFORMANCE OBLIGATIONS) and Exhibit
        B
        (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), and must include at a minimum
        the
        following information:

       

      License
        number

       

      Name
        of
        Licensee

       

      Date
        of
        report

       

      Reporting
        period

       

      Summary
        of work completed

       

      Summary
        of work in progress

       

      Current
        schedule of anticipated events or milestones

       

      Description
        of Licensed Products or Licensed Methods under development

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Licensed
        patents practiced or incorporated into each Licensed Product and Licensed
        Method under development

       

      Anticipated
        market introduction date of Licensed Products/ Methods

       

      Commercial
        name of Licensed Products/Methods

       

      A
        summary
        of resources (dollar value) spent in the reporting period on commercialization
        efforts

       

      Name
        and
        summary of activities of sublicensees, if any

       

      Change
        in
        corporate ownership (see Article 18, ASSIGNABILITY)

       

      Change
        in
        small entity status (see Article 1, BACKGROUND)

       

      Addition
        of and/or participation in an affiliate

       

      Existence
        of and/or participation in a joint venture

       

      
        	
                7.2.

              	
                First
                  Commercial Sale: Within
                  sixty (60) days following the First Commercial Sale
                  of each type of Licensed Product in the U.S. and each country outside
                  the
                  U.S.
                  by LICENSEE,
                  LICENSEE will
                  report to THE REGENTS, at a minimum, the
                  following information:

              


      

       

      License
        number

       

      Name
        of
        Licensee

       

      Date
        of
        report

       

      Date
        of
        First Commercial Sale or lease

       

      Place
        of
        First Commercial Sale or lease

       

      Description
        of Licensed Products/ Methods sold or leased

       

      Licensed
        Patents practiced or incorporated

       

      Place
        of
        manufacture

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                7.3.

              	
                Quarterly
                  Written Royalty Reports: After
                  the First Commercial Sale of Licensed Products anywhere in the
                  world
                  by
                  LICENSEE, LICENSEE
                  will submit quarterly written royalty reports to THE REGENTS as
                  follows:

              


      

       

      
        	
                Due
                  date

              	 	
                For
                  previous period

              
	
                February
                  28

              	 	
                October
                  1- December 31

              
	
                May
                  31

              	 	
                January
                  1- March 31

              
	
                August
                  31

              	 	
                April
                  1- June 30

              
	
                November
                  30

              	 	
                July
                  1- September 30

              


      

      


      If
        LICENSEE
        has not
        sold or used any Licensed Products or Licensed Methods during the reporting
        period, LICENSEE
        will
        so
        state in the royalty report.

       

      The
        quarterly royalty report must include at a minimum the following
        information:

       

      License
        number

       

      Name
        of
        Licensee

       

      Date
        of
        report

       

      Reporting
        period

       

      Report
        of
        sales:

       

      For
        each
        type of Licensed Products/ Methods:

       

      Name/
        description of each type of product or process

       

      
        	 	
                A.

              	
                Domestic
                  sales:

              


      

       

      
        	 	
                1.

              	
                Description
                  of Licensed Products/Methods

              


      

       

      
        	 	
                2.

              	
                Unit
                  price (sale, lease, and/or use)

              


      

       

      
        	 	
                3.

              	
                Units
                  sold in U.S.

              


      

       

      
        	 	
                4.

              	
                Units
                  leased in U.S.

              


      

       

      
        	 	
                5.

              	
                Gross
                  sales in U.S.

              


      

       

      
        	 	
                6.

              	
                Net
                  Sales in U.S.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	 	
                7.

              	
                Accrued
                  royalties

              


      

       

      
        	 	
                8.

              	
                If
                  Government approval requirements apply to sale/use of the Licensed
                  Product/Method (see Article 23, GOVERNMENT APPROVAL OR REGISTRATION),
                  provide details.

              


      

       

      
        	 	
                9.

              	
                Place
                  of manufacture

              


      

       

      
        	 	
                B.

              	
                Foreign
                  sales:

              


      

       

      
        	 	
                1.

              	
                Country
                  of sales

              


      

       

      
        	 	
                2.

              	
                Description
                  of Licensed Products/ Methods

              


      

       

      
        	 	
                3.

              	
                Unit
                  price (sale, lease, and/or use)

              


      

       

      
        	 	
                4.

              	
                Units
                  sold in each country

              


      

       

      
        	 	
                5.

              	
                Units
                  leased in each country

              


      

       

      
        	 	
                6.

              	
                Gross
                  sales in each country

              


      

       

      
        	 	
                7.

              	
                Net
                  Sales in each country

              


      

       

      
        	 	
                8.

              	
                Monetary
                  exchange rate

              


      

       

      
        	 	
                9.

              	
                Accrued
                  royalties in $U.S.

              


      

       

      
        	 	
                10.

              	
                If
                  foreign government approval/ registration requirements apply to
                  sale/use
                  of the Licensed Product/Method (see Article 23, GOVERNMENT APPROVAL
                  OR
                  REGISTRATION), provide details.

              


      

       

      
        	 	
                11.

              	
                Place
                  of manufacture

              


      

       

      
        	 	
                C.

              	
                Government
                  Sales:

              


      

       

      
        	 	
                1.

              	
                Description
                  of Licensed Products/ Methods

              


      

       

      
        	 	
                2.

              	
                Unit
                  price (sale, lease, and/or use)

              


      

       

      
        	 	
                3.

              	
                Units
                  sold

              


      

       

      
        	 	
                4.

              	
                Units
                  leased

              


      

       

      
        	 	
                5.

              	
                Gross
                  sales

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.

              	
                Net
                  Sales in each country

              


      

       

      
        	 	
                7.

              	
                Place
                  of manufacture

              


      

       

      Provide
        information A through C for each type of product or process sold

       

      
        	 	
                D.

              	
                Royalties
                  Due THE REGENTS:

              


      

       

      
        	
                Minimum
                  Royalty paid for this calendar Year

              	 	
                Total
                  accrued royalties to date for this calendar Year

              	 	
                Royalties
                  Due

              
	 	 	 	 	 


      

      


      
        	
                7.4.

              	
                LICENSEE
                  will provide THE REGENTS with an annual audited statement of royalty
                  accounts within sixty (60) days after the end of each calendar
                  year. THE
                  REGENTS will protect such statements as Proprietary Information
                  and not
                  disseminate them unless required by
                  law.

              


      

       

      
        	
                7.5.

              	
                Within
                  thirty (30) days following LICENSEE’s
                  achievement of cumulative corporate financing of Three Million
                  Dollars
                  ($3,000,000), LICENSEE will report this event to THE
                  REGENTS.

              


      

       

      
        	
                8.

              	
                BOOKS
                  AND RECORDS

              


      

       

      
        	
                8.1.

              	
                LICENSEE
                  will
                  keep books and records accurately showing the manufacture (including
                  the
                  location of manufacture), use, and sale of all Licensed Products
and
                  Licensed Methods, and compliance of other terms under this Agreement.
                  LICENSEE will preserve such books and records for at least five
                  (5) years
                  after the
                  date of the royalty payment to which they apply. Such books and
                  records
                  will
                  be open for inspection by representatives or agents of THE REGENTS
                  at all
                  reasonable times, with reasonable notice
                  given.

              


      

       

      
        	
                8.2.

              	
                THE
                  REGENTS will pay the costs incurred by its representatives or agents
                  to
                  examine
                  LICENSEE’s books
                  and records. However, if there is an error adverse to THE REGENTS
                  in LICENSEE’s
                  royalty accounting of more than five percent (5%) of the total
                  royalties
                  due for any year, then LICENSEE
                  will pay THE REGENTS within thirty (30) days the amount necessary
                  to
                  correct such error and will pay the costs incurred by THE REGENTS’
                  representatives and agents for such
                  examination.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                8.3.

              	
                LICENSEE
                  will provide THE REGENTS with an annual audited financial statement
                  of
                  LICENSEE,
                  including at a minimum a balance sheet and operating statement
                  or
                  LICENSEE’s
                  annual
                  report. Such statement will be due to THE REGENTS within one hundred
                  twenty (120) days following the close of LICENSEE’s
                  fiscal
                  year to which such statement
                  relates.

              


      

       

      
        	
                9.

              	
                TERM

              


      

       

      The
        term
        of this Agreement will commence on the Effective Date and, unless terminated
        by
        operation of law or by acts of the Parties under this Agreement, will
        remain in effect until the expiration or abandonment of all Licensed
        Patents.

       

      
        	
                10.

              	
                TERMINATION
                  AND DISPOSITION OF LICENSED
                  PRODUCTS

              


      

       

      
        	
                10.1.

              	
                If
                  LICENSEE
                  fails to perform any material term or covenant of this Agreement,
                  THE
                  REGENTS may give written notice to
                  LICENSEE
                  that if LICENSEE
                  has not cured such failure within sixty (60) days after the effective
                  date
                  of receipt of the notice, this Agreement will terminate at the
                  end of such
                  sixty (60) day period or at
                  the end of such longer period as may be set forth in THE REGENTS’
                  notice.

              


      

       

      
        	
                10.2.

              	
                LICENSEE
                  may terminate this Agreement by giving at least thirty (30) days
prior
                  written notice to THE
                  REGENTS.

              


      

       

      
        	
                10.3.

              	
                Termination
                  of this Agreement will not relieve
                  LICENSEE of
                  any obligation or liability accrued hereunder prior to such termination,
                  nor rescind any payments due
                  or paid to THE REGENTS prior to the time such termination becomes
effective.
                  Such termination will not affect, in any manner, any rights of
                  THE REGENTS
                  arising under this Agreement prior to such termination. Any and
                  all
                  obligations of the Parties under this Agreement will remain in
                  effect
                  until properly
                  fulfilled or otherwise discharged, notwithstanding the completion
                  or
                  early
                  termination of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                10.4.

              	
                Within
                  thirty (30) days after termination of this Agreement by either
                  Party,
                  LICENSEE
                  will provide THE REGENTS with a written inventory of all Licensed
                  Products
                  in process of manufacture or in stock on the date of termination.
                  LICENSEE
                  may
                  complete Licensed Products in the process of manufacture at the
                  time of
                  termination, and may dispose of Licensed Products for sixty (60)
                  days
                  after
                  the date of termination provided that LICENSEE
                  pays
                  royalties to THE REGENTS on such dispositions. At the conclusion
                  of the
                  sixty(60) day period, LICENSEE
                  will destroy any remaining Licensed Products in stock or in process
                  of
                  manufacture and certify such destruction to THE
                  REGENTS.

              


      

       

      
        	
                10.5.

              	
                LICENSEE
                  may
                  not practice Licensed Methods after the date of termination of
this
                  Agreement except as necessary to complete the manufacture of Licensed
                  Products as permitted under Article
                  10.4.

              


      

       

      
        	
                10.6.

              	
                This
                  Agreement will terminate, effective thirty (30) days after the
                  effective
                  date of notice by THE REGENTS, if LICENSEE
                  ceases
                  to carry on its business.

              


      

       

      
        	
                11.

              	
                PATENT
                  PROSECUTION AND
                  MAINTENANCE

              


      

       

      
        	
                11.1.

              	
                THE
                  REGENTS will prosecute U.S. patent applications and maintain U.S.
                  patents
                  licensed under this Agreement at THE REGENTS’ expense, unless otherwise
                  agreed
                  by the Parties.

              


      

       

      
        	
                11.2.

              	
                LICENSEE
                  may request foreign rights in Licensed Patents, if such rights
                  are
                  available. LICENSEE
                  must request such rights in writing, and specify the countries
                  in which it wants rights, within seven (7) months after the filing
                  date of
                  the U.S. applications. Failure to request such rights will be considered
                  an election not
                  to seek foreign rights. THE REGENTS may file patent applications
                  at its
                  own expense in any country in which LICENSEE has not elected to
                  secure
                  foreign rights,
                  and LICENSEE has no rights to any such foreign applications and
                  resultant
                  patents.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                11.3.

              	
                LICENSEE
                  will pay all costs, including all costs incurred prior to the Effective
                  Date, associated with preparation, filing, prosecution, and maintenance
                  of
                  Licensed
                  Patents in foreign countries in which LICENSEE
                  obtains
                  rights under this
                  Agreement. All Licensed Patents will be held in the name of THE
                  REGENTS
                  and obtained using counsel selected by THE
                  REGENTS.

              


      

       

      
        	
                11.4.

              	
                LICENSEE
                  may terminate its license to foreign patent applications or patents,
and
                  its obligation to pay any further costs for those foreign rights,
                  upon
                  ninety (90)
                  days written notice to THE REGENTS. THE REGENTS or the Government
                  may, at
                  its sole discretion and expense, continue prosecution and/or maintenance
                  of any patents or applications for which LICENSEE
                  has relinquished
                  rights.

              


      

       

      
        	
                12.

              	
                PATENT
                  INFRINGEMENT

              


      

       

      
        	
                12.1.

              	
                If
                  LICENSEE
                  learns of the possible infringement by a third party of any Licensed
                  Patents, LICENSEE
                  will
                  inform THE REGENTS in writing within thirty (30) days and provide
                  all
                  known evidence of the infringement. LICENSEE
                  will not contact such third party concerning the infringement without
                  prior written approval of
                  THE REGENTS. The Parties will use their best efforts to terminate
                  such
                  infringement without
                  litigation.

              


      

       

      
        	
                12.2.

              	
                LICENSEE
                  may request in writing that THE REGENTS take legal action against
an
                  infringer of any Licensed Patents, which request must include reasonable
                  evidence
                  of the infringement and of potential damages to LICENSEE. Within
                  one
                  hundred (100) days after the date of receipt by THE REGENTS of
                  LICENSEE’s
                  request, if the infringement continues, THE REGENTS will notify
                  LICENSEE
                  in writing that THE REGENTS will
                  either:

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	 	
                12.2.1.

              	
                Commence
                  suit on its own account; or

              


      

       

      
        	 	
                12.2.2.

              	
                Refuse
                  to participate in such suit. LICENSEE
                  may thereafter bring suit for patent infringement at its own expense
                  if,
                  and only if, THE REGENTS elects
                  not to commence suit and if the infringement occurred during the
                  period
                  and in a jurisdiction where LICENSEE
                  has exclusive rights under this
                  Agreement. However, in the event LICENSEE
                  elects
                  to bring suit in accordance with this Article, THE REGENTS may
                  thereafter
                  join such suit at
                  its own expense. If THE REGENTS elects to not participate in such
                  suit,
                  LICENSEE
                  may
                  join THE REGENTS in any suit in which THE REGENTS is a necessary
                  party for
                  the suit to proceed, and if so joined the
                  LICENSEE will
                  pay all reasonable costs of THE REGENTS associated with joining
                  the suit
                  as a necessary party to the
                  litigation.

              


      

       

      
        	
                12.3.

              	
                Any
                  legal or equitable action brought under Article 12 will be at the
                  expense
                  of the
                  Party bringing such legal or equitable action and all recoveries
                  will
                  belong to such Party. Legal or equitable action brought jointly
                  by THE
                  REGENTS and LICENSEE
                  and
                  participated in by both will be at the joint expense of the Parties
                  in
                  such proportions as are agreed to in writing, and all recoveries
                  will be
                  shared by
                  them in proportion to the expense paid by each Party, or otherwise
                  as they
                  may
                  agree in writing.

              


      

       

      
        	
                12.4.

              	
                The
                  Parties will cooperate with each other in legal and equitable proceedings
                  instituted against an infringing third party, but such cooperation
                  by a
                  Party will be
                  at the expense of the Party bringing such legal or equitable action;
                  if
                  both Parties
                  bring the action, the principles of Article 12.3 will apply. Such
                  legal or
                  equitable
                  action will be controlled by the Party bringing the legal or equitable
                  action,
                  except that THE REGENTS may be represented by counsel of its choice
                  in any
                  action brought by
                  LICENSEE.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                13.

              	
                USE
                  OF NAMES AND TRADEMARKS

              


      

       

      Neither
        Party has any right to use any name, trade name, trademark, or other designation
        of the other Party (including any contraction, abbreviation, or simulation)
        in
        advertising, publicity, or other promotional activities. Unless required
        by law,
        the use of the name “Lawrence Livermore National Laboratory,” or
“The
        Regents of the University of California,” or the name of any University of
        California campus by LICENSEE
        is
        expressly prohibited under California Education
        Code § 92000.

       

      
        	
                14.

              	
                LIMITED
                  WARRANTY

              


      

       

      
        	
                14.1.

              	
                THE
                  REGENTS has the right to grant the license granted in this
                  Agreement.

              


      

       

      
        	
                14.2.

              	
                THIS
                  LICENSE AND THE ASSOCIATED INVENTIONS ARE PROVIDED WITHOUT WARRANTY
                  OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
                  WARRANTY,
                  EXPRESS OR IMPLIED. THE REGENTS AND DOE MAKE NO REPRESENTATION
                  OR WARRANTY
                  THAT LICENSED PRODUCTS OR LICENSED METHODS WILL
                  NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY
                  RIGHT.

              


      

       

      
        	
                14.3.

              	
                IN
                  NO EVENT WILL THE REGENTS OR DOE BE LIABLE FOR ANY INCIDENTAL,
                  SPECIAL, OR
                  CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR
                  THE USE
                  OF THE INVENTIONS, LICENSED METHODS, OR LICENSED
                  PRODUCTS.

              


      

       

      
        	
                14.4.

              	
                Nothing
                  in this Agreement will be interpreted
                  as:

              


      

       

      
        	 	
                14.4.1.

              	
                A
                  warranty or representation by THE REGENTS as to the validity or
scope
                  of any of THE REGENTS’ Patent Rights;
                  or

              


      

       

      
        	 	
                14.4.2.

              	
                A
                  warranty or representation that anything made, used, sold, or otherwise
                  disposed of under the license granted in this Agreement is or
                  will be free from infringement of intellectual property rights
                  of third
                  parties; or

              


      

       

      
        	 	
                14.4.3.

              	
                Any
                  obligation to bring suit against a third party for patent infringement;
                  or

              


      

       

      
        	 	
                14.4.4.

              	
                Conferring
                  by implication, estoppel, or otherwise any license or rights under
                  any patents of THE REGENTS other than Licensed Patents, regardless
                  of whether such patents are dominant or subordinate to Licensed
                  Patents; or

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	 	
                14.4.5.

              	
                An
                  obligation to furnish to
                  LICENSEE
                  or
                  any third party any know-how or
                  improvements.

              


      

       

      
        	
                15.

              	
                INDEMNIFICATION

              


      

       

      LICENSEE
        will,
        and will require its sublicensees to, indemnify, hold harmless, and
        defend THE REGENTS, DOE, their officers, employees, and agents; the sponsors
        of
        the research that led to the Inventions; and the inventors against any claims,
        suits, losses, liabilities, damages, costs, fees, and expenses resulting
        from
or
        arising out of exercise of this license or any sublicense. LICENSEE
        will pay
any
        and
        all costs, including reasonable attorney fees, incurred by THE REGENTS
in
        enforcing this indemnification.

       

      
        	
                16.

              	
                INSURANCE

              


      

       

      
        	
                16.1.

              	
                LICENSEE
                  will
                  insure its activities relating to this Agreement at its own cost
with
                  an insurance company acceptable to THE REGENTS. LICENSEE
                  will
                  obtain,
                  keep in force, and maintain insurance as follows with an insurance
                  company
                  acceptable to THE REGENTS or an equivalent program of self-insurance:
                  Comprehensive or Commercial Form General Liability Insurance, including
                  contractual liability and product liability, with coverage as
                  follows:

              


      

       

      
        	 	
                16.1.1.

              	
                Each
                  occurrence coverage of not less than One Million Dollars ($1,000,000);
                  and 

              


      

       

      
        	 	
                16.1.2.

              	
                Product
                  Liability Insurance: Completed operations aggregate coverage
                  of not less than Five Million Dollars ($5,000,000);
                  and

              


      

       

      
        	 	
                16.1.3.

              	
                Personal
                  and Advertising Injury: Coverage of not less than One Million
                  Dollars ($1,000,000); and

              


      

       

      
        	 	
                16.1.4.

              	
                General
                  Aggregate (Commercial Form Only): Coverage of not less than
                  Five Million Dollars
                  ($5,000,000).

              


      

       

      These
        coverages do not limit the liability of
        LICENSEE to
        THE
        REGENTS in any way. LICENSEE
        will
        provide THE REGENTS, upon request, with certificates of insurance or
        self-insurance, including renewals, that show compliance with these
        requirements. LICENSEE’s
        failure
        to maintain such required insurance will be considered a material breach
        of this
        Agreement.

       

      
        	
                16.2.

              	
                If
                  the required insurance is written on a claims-made form, coverage
                  must
                  provide
                  a retroactive date of placement before or coinciding with the Effective
                  Date
                  of this Agreement.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                16.3.

              	
                LICENSEE
                  will maintain the general liability insurance specified in this
                  Article
                  16 during the period that the Licensed Patents of THE REGENTS are
                  being
                  used and/or Licensed Products are being sold or otherwise commercially
                  distributed by LICENSEE,
                  and
                  for a period of not less than five (5) years thereafter.

              


      

       

      
        	
                16.4.

              	
                LICENSEE’s
                  insurance coverage must:

              


      

       

      
        	 	
                16.4.1.

              	
                Provide
                  for at least thirty (30) days advance written notice to THE REGENTS
                  of
                  cancellation or any modification;
                  and

              


      

       

      
        	 	
                16.4.2.

              	
                Indicate
                  that DOE, THE REGENTS, and their respective officers, employees,
                  students, and agents, are endorsed on the policy as additional
                  named
                  insureds; and

              


      

       

      
        	 	
                16.4.3.

              	
                Include
                  a provision that the coverage is primary and does not participate
with
                  or is in excess of any valid and collectible insurance, program,
                  or self-
                  insurance carried or maintained by THE
                  REGENTS.

              


      

       

      
        	
                17.

              	
                WAIVER

              


      

       

      
        	
                17.1.

              	
                No
                  provision of this Agreement is deemed waived and no breach excused
                  unless
                  such waiver or consent is made in writing and signed by the Party
                  to have
                  waived
                  or consented.

              


      

       

      
        	
                17.2.

              	
                Failure
                  on the part of either Party to exercise or enforce any right of
                  such Party
                  under
                  this Agreement will not be a waiver by such Party of any right,
                  or operate
                  to
                  bar the enforcement or exercise of the right at any time
                  thereafter.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                18.

              	
                ASSIGNABILITY

              


      

       

      This
        Agreement is binding on and inures to the benefit of THE REGENTS, its successors
        and assigns, but is personal to LICENSEE.
        Any
        assignment or bankruptcy assumption of this Agreement requires prior written
        consent of THE REGENTS. Such consent shall not be unreasonably
        withheld.

       

      
        	
                19.

              	
                LATE
                  PAYMENTS

              


      

       

      If
        THE
        REGENTS does not receive payments or fees due from LICENSEE
        hereunder
        when due, LICENSEE
        must pay
        such payments or fees within sixty (60)
        days
        plus interest charges at the rate of ten percent (10%) simple interest per
        annum
        from the date on which the payment was originally due, or THE REGENTS
        may terminate this Agreement in accordance with its terms.

       

      
        	
                20.

              	
                NOTICES

              


      

       

      Any
        report, payment, notice, or other communication that either Party receives
        under
        this Agreement must be in writing and will be properly given and effective
        on the date of delivery if delivered in person (including delivery by
courier
        service), or the fifth (5th) day after mailing if mailed by first-class
certified
        mail, postage paid, to the addresses given below (or to an address designated
        by
        written notice to the other Party), or the date of facsimile with confirmed
        receipt.

       

      
        	
                 

              	
                In
                  the case of LICENSEE:

              	 	
                Lantis
                  Laser, Inc. 

                1950
                  Greenwood Lake Turnpike 

                Hewitt,
                  NJ 07421 

                Attention:
                  Chief Executive Officer 

                Phone:
                  (973) 728 9340 

                Fax:
                  (973) 7281917

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      
        	
                 

              	
                In
                  the case of THE
                  REGENTS:
                  

                All
                  correspondence, original progress reports, and royalty
                  reports:

              	 	
                Lawrence
                  Livermore National Laboratory

                Industrial
                  Partnerships and Commercialization 

                P.O.
                  Box 808, L-795 

                7000
                  East Avenue, L-795 

                Livermore,
                  CA 94550 

                Attention:
                  Director, IPAC 

                Fax:
                  (925) 423-8988

              
	 	 	 	 
	 	
                Payments
                  and copies of 

                corresponding
                  royalty reports: 

              	 	
                Lawrence
                  Livermore National Laboratory

                P.O.
                  Box 5517 

                Livermore,
                  CA 94551

              
	 	 	 	 
	 	 	 	
                AND

              
	 	 	 	 
	 	 	 	
                OptiPhase,
                  Inc. 

                7652
                  Haskell Avenue 

                Van
                  Nuys, CA 91406 

                Attention:
                  Jeff Bush, President 

                RE:
                  TO-4001-99 

                Phone:
                  (818) 782-0997, ext. 110 

                Fax:
                  (818) 782-0999

              


      

       

      
        	
                21.

              	
                DISPUTES
                  AND GOVERNING LAWS

              


      

       

      The
        Parties will attempt to jointly and promptly resolve any disputes arising
        from
        this
        Agreement. If the Parties are unable to resolve a dispute within a reasonable
        time from one Party’s written notice to the other that dispute resolution
        has begun, then either Party may commence proceedings in a court of competent
        jurisdiction. This Agreement will be governed by the laws of the State
of
        California, U.S.A., without regard to such State’s conflict of laws
        provisions.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                22.

              	
                PATENT
                  MARKING

              


      

       

      LICENSEE
        will
        mark all Licensed Products and their containers that are made, used, sold,
        or
        otherwise disposed of under this Agreement in accordance with applicable
        patent
        marking laws.

       

      
        	
                23.

              	
                GOVERNMENT
                  APPROVAL OR REGISTRATION

              


      

       

      If
        this
        Agreement or any associated transaction is required by the law of any
        jurisdiction to be approved, permitted, or registered with any governmental
        agency,
        LICENSEE assumes all obligations to do so. LICENSEE will notify THE REGENTS
        if
        LICENSEE becomes aware that this Agreement is subject to a United
        States or foreign government reporting, permitting, or approval requirement.
        LICENSEE will make all necessary filings and pay all costs including
        fees, penalties, and all other out-of-pocket costs associated with such
        reporting, permitting, or approval process.

       

      
        	
                24.

              	
                EXPORT
                  CONTROL LAWS

              


      

       

      LICENSEE
        will
        comply with all applicable United States and foreign laws and regulations
        concerning the transfer of Licensed Products and related technical data,
        including but not limited to International Traffic in Arms Regulations
(ITAR)
        and Export Administration Regulations (EAR).

       

      
        	
                25.

              	
                FORCE
                  MAJEURE

              


      

       

      The
        Parties will be excused from any performance required hereunder if such
        performance is rendered impossible or unfeasible due to any Acts of God,
        catastrophes, or other major events beyond their reasonable control, including,
        without limitation, war, riot, and insurrection; laws, proclamations, edicts,
        ordinances, or regulations; strikes, lock-outs, or other serious labor disputes;
        and floods,
        fires, explosions, or other natural disasters. However, either Party
        will have
        the
        right to terminate this Agreement pursuant to this Article upon thirty
(30)
        days
        prior written notice if either Party is unable to fulfill its obligations
        under
        this Agreement due to any of the causes mentioned above and such 

      
        inability
          continues for a period of one (1) year.

         

      

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
      

      
        	
                26.

              	
                UNITED
                  STATES PREFERENCE

              


      

       

      LICENSEE
        agrees
        that any Licensed Products and Licensed Methods for applications, use, or
        sale
        shall be manufactured substantially in the United States.

       

      
        	
                27.

              	
                PROPRIETARY
                  INFORMATION

              


      

       

      
        	
                27.1.

              	
                THE
                  REGENTS may release to the inventors and senior administrators
                  employed
                  by
                  THE REGENTS the terms of this Agreement upon their request. If
                  such
                  release
                  is made, THE REGENTS will give notice of the proprietary nature
                  of the
                  terms and will obtain an agreement from the recipient to maintain
                  the
                  confidentiality.
                  If a third party inquires whether a license to Licensed Patents
                  is
                  available, THE REGENTS may disclose the existence of this Agreement
                  and
                  the extent of the grant in Article 3 (LICENSE GRANT) to the third
                  party,
                  but will not disclose the name of LICENSEE
                  or
                  any other terms, except with
                  LICENSEE’s consent
                  or as required under a government audit, the California Public
                  Records
                  Act,
                  the Freedom of Information Act, or other applicable
                  law.

              


      

       

      
        	
                27.2.

              	
                The
                  term of the MNDA between the Parties (Exhibit D) is hereby extended
                  for
                  the
                  term of this Agreement. The confidentiality obligation of the MNDA
                  will
                  also apply to any other Proprietary Information provided in connection
                  with this license
                  agreement that is clearly marked in accordance with the MNDA, such
                  as
                  LICENSEE’s business and financial information submitted to LLNL under the
                  reporting requirements herein, patent prosecution, engineering
                  drawings,
                  process
                  and technical information, and other related information not contemplated
                  when the MNDA was
                  executed.

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
                28.

              	
                MISCELLANEOUS

              


      

       

      
        	
                28.1.

              	
                The
                  headings of the Articles of this Agreement are for reference only
                  and do
                  not affect the interpretation of this
                  Agreement.

              


      

       

      
        	
                28.2.

              	
                Any
                  amendment or modification of this Agreement must be in writing
                  and signed
                  by each Party.

              


      

       

      
        	
                28.3.

              	
                This
                  Agreement, with the attached Exhibits A, B, C, and D, embodies
                  the entire
                  understanding of the Parties with respect to the subject matter
                  of this
                  Agreement, and
                  supersedes all other communications, representations, or understandings,
                  either
                  oral or written, between the Parties with respect to such subject
                  matter.

              


      

       

      
        	
                28.4.

              	
                If
                  any provision of this Agreement is held to be invalid, illegal,
                  or
                  unenforceable in
                  any respect, such provision will be enforced to the extent legally
                  permissible and
                  such invalidity, illegality, or unenforceability will not affect
                  any other
                  provisions
                  of the Agreement, and this Agreement will be construed as if the
                  invalid,
                  illegal, or unenforceable provision, or relevant portion, were
                  never in
                  this
                  Agreement.

              


      

       

      
        	
                28.5.

              	
                Except
                  as specifically provided in Exhibit B, Paragraph B.5.4, neither
                  Party is
                  an agent of the other and neither will have any power to contract
                  for or
                  bind the other
                  Party for any purpose.

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

         

      

      THE
        REGENTS and LICENSEE
        hereby
        execute this Agreement, in duplicate originals, by their respective duly
        authorized officers.

       

      
        	
                LANTIS
                  LASER, INC.

              	
                THE
                  REGENTS OF THE 

                UNIVERSITY
                  OF CALIFORNIA LAWRENCE LIVERMORE 

                NATIONAL
                  LABORATORY

              
	 	 
	
                By:

              	
                By:

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	
                Date
                  signed:

              	
                Date
                  signed:

              


      

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A - LICENSED PATENTS

       

      The
        Licensed Patents are as follows:

       

      UNITED
        STATES PATENTS GRANTED:

       

      
        	
                Invention
                  Disclosure Number

              	 	
                Patent
                  Number

              	 	
                Title

              	 	
                Inventors

              	 	
                Filing

                Date

              	 	
                Issue

                Date

              
	
                IL-9247

              	 	
                5,570,182

              	 	
                Method
                  for Detection of Dental Caries and Periodontal Disease Usin Optical
                  Ima
                  in

              	 	
                Howard
                  Nathel,

                John
                  H. Kinney,

                Linda
                  L. Otis

              	 	
                5/27/94

              	 	
                10/29/96

              
	 	 	 	 	 	 	 	 	 	 	 
	
                IL-10371

              	 	
                6,179,611

              	 	
                Dental
                  Optical Coherence Domain Reflectometry Explorer

              	 	
                Matthew
                  J. Everett, Billy W. Colston, Ujwal S. Sathyam, Luiz B. Da
                  Silva

              	 	
                5/19/99

              	 	
                1/22/01

              


      

      


      UNITED
        STATES PATENT APPLICATIONS:

       

      
        	
                Invention
                  Disclosure Number

              	 	
                Patent
                  Application

              	 	
                Title

              	 	
                Inventors

              	 	
                Filing
                  Date

              
	
                IL-10370

              	 	
                09/489,764

              	 	
                Hand-held
                  Dental Imaging Device

              	 	
                Billy
                  W. Colston, Matthew J. Everett, Luiz B. Da Silva, Linda L.
                  Otis

              	 	
                1/24/00

              
	 	 	 	 	 	 	 	 	 
	
                IL-10379

              	 	
                09/479,674

              	 	
                Birefingence
                  Insensitive Optical Coherence Domain Reflectome System

              	 	
                Matthew
                  J. Everett (LLNL), Joseph Grau Davis 

                (OptiPhase,
                  Inc.)

              	 	
                1/7/00

              
	 	 	 	 	 	 	 	 	 
	
                IL-10408

              	 	
                09/314,848

              	 	
                Optical
                  Detection of Dental Disease Using Polarized Light

              	 	
                Matthew
                  J. Everett, Billy W. Colston, Ujwal S. Sathyam, Luiz B. Da Silva,
                  Daniel
                  Fried

              	 	
                5/19/99

              
	 	 	 	 	 	 	 	 	 
	
                IL-10616

              	 	
                09/883,513

              	 	
                Optical
                  Fiber Head for Providing Lateral Viewing

              	 	
                Matthew
                  J. Everett, Billy W. Colston, Dale L. James, Steve Brown, Luiz
                  Da
                  Silva

              	 	
                6/18/01

              
	 	 	 	 	 	 	 	 	 
	
                IL-10696

              	 	
                09/660,036

              	 	
                Optical
                  Coherence Tomography Guided 

                Dental
                  Drill

              	 	
                Luiz
                  B. Da Silva, Billy W. Colston, Jr., Dale L. James

              	 	
                9/12/00

              
	 	 	 	 	 	 	 	 	 
	
                IL-10697

              	 	
                09/660,037

              	 	
                OCDR
                  Guided Laser 

                Ablation
                  Device

              	 	
                Luiz
                  B. Da Sila, Billy W. Colston, Jr., Dale L. James

              	 	
                9/12/00

              


      

      


      FOREIGN
        PATENT APPLICATIONS:

       

      None.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B - RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS

       

      NOTICE

       

      LICENSEE
        considers information in this Exhibit B to be Proprietary.

       

      
        	
                B.1

              	
                Rights
                  Granted

              


      

       

      Subject
        to the limitations set forth in this Agreement, THE REGENTS hereby grants
        to
        LICENSEE an exclusive, transferable, royalty-bearing, license to make, use,
        sell, offer for sale, and import Licensed Products, and to practice Licensed
        Methods in the Field of Use in the United States. The License shall not be
        transferred without prior consent of THE REGENTS, which shall not be
        unreasonably withheld.

       

      “Field
        of
        Use” means Human and Animal Dentistry.

       

      
        	
                B.2

              	
                Sublicensing
                  Rights

              


      

       

      THE
        REGENTS also grants to LICENSEE the right to issue royalty-bearing sublicenses
        to third parties in the Field of Use, having rights no greater than those
        granted to LICENSEE, provided that LICENSEE
        has
        exclusive rights in such Licensed Patents in the Field of Use at the time
        of
        sublicensing.

       

      
        	
                B.3

              	
                Rights
                  Excluded

              


      

       

      Rights
        that are not specifically granted in this Agreement are specifically excluded
        from the Agreement.

       

      
        	
                B.4

              	
                Performance
                  Obligations

              


      

       

      
        	 	
                B.4.1

              	
                LICENSEE
                  will
                  have gross sales revenues from the Sales of Licensed Products of
                  at least
                  Two Million Dollars ($2,000,000) per calendar year commencing
                  with calendar year 2003 as measured at the close of LICENSEE’s
                  business on December 31 of the relevant
                  year.

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        	 	
                B.4.2

              	
                The
                  sales requirements specified above may, by mutual written consent
                  of LICENSEE
                  and THE REGENTS, be amended and/or extended at the written request
                  of
                  LICENSEE
                  to
                  THE REGENTS, based upon legitimate business reasons specified in
                  reasonable detail in such written
                  request.

              


      

       

      
        	 	
                B.4.3

              	
                The
                  first progress report will be due on February 28,
                  2002.

              


      

       

      
        	 	
                B.4.4

              	
                LICENSEE
                  will proceed commercially diligently to develop, file relevant
                  regulatory
                  applications for and attempt to obtain relevant regulatory
                  commercialization approvals with respect to the manufacturing,
                  marketing,
                  and sale of Licensed Products for at least one use in the Field
                  of Use.
                  LICENSEE
                  will file with the U.S. Food and Drug Administration at least one
                  Premarket Notification (510k Notification) or Premarket Application
                  for
                  clearance/ approval of Licensed Products that incorporate OCDR
                  no later
                  than twenty-four (24) months after the Effective
                  Date.

              


      

       

      Notwithstanding
        any other term of this Agreement, for the purposes of (a)
        invoking/complying with the Hatch-Waxman Act (35 U.S.C. § 156) and any
        corresponding rules and regulations of the U.S. Patent & Trademark Office
        regarding patent term extension, and (b) seeking regulatory approval of
LICENSEE’s
        Licensed
        Products and Licensed Methods, LICENSEE
        shall
        act
        as THE REGENTS’ agent. To the extent deemed necessary by LICENSEE,
        in good
        faith, the Parties will cooperate to secure regulatory approval of LICENSEE’s
        Licensed
        Products and Licensed Methods.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C - FEES AND ROYALTIES

       

      NOTICE

       

      LICENSEE
        considers information in this Exhibit C to be Proprietary.

       

      
        	
                C.1

              	
                License
                  Issue Fee

              


      

       

      
        	 	
                C.1.1

              	
                As
                  partial consideration for this Agreement, LICENSEE
                  owes
                  and will pay to LICENSOR a nonrefundable issue fee of One Hundred
                  Seventy
                  Five Thousand Dollars ($175,000) (License Issue Fee) to be paid
                  as
                  follows:

              


      

       

      
        	
              	C.1.1.1	
                Fifteen
                  Thousand Dollars ($15,000) when
                  LICENSEE
                  executes the Agreement.

              


      

       

      
        	
              	C.1.1.2	
                Fifty
                  Thousand Dollars ($50,000) upon the earliest of a) first commercial
                  sale
                  of Licensed Products by LICENSEE
                  or
                  its sublicensees, or b) LICENSEE’s
                  achievement of cumulative corporate financing of Three Million
                  Dollars
                  ($3,000,000), or
                  c) December 31, 2002. LICENSEE
                  is
                  obligated to report to THE REGENTS when a) and b) occur (see Article
                  7.2
                  and 7.5).

              


      

       

      
        	
              	C.1.1.3	
                One
                  Hundred Ten Thousand Dollars ($110,000) upon the earlier of 1)
                  within ten
                  (10) days of achieving cumulative sales of Licensed Products, which
                  include OCDR technology, by LICENSEE
                  or
                  its sublicensees equal to two thousand five hundred (2500) units,
                  or 2)
                  December 31, 2005.

              


      

       

      
        	 	
                C.1.2

              	
                THE
                  REGENTS will execute the Agreement after receipt of
                  LICENSEE’s executed
                  copies of the Agreement and payment of the first installment of
                  the
                  License Issue Fee specified in C.1.1.1
                  above.

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      
        	 	
                C.1.3

              	
                The
                  License Issue Fee will not be credited against any other royalty
                  or fee
                  due from LICENSEE
                  to
                  LICENSOR.

              


      

       

      
        	 	
                C.1.4

              	
                In
                  the event that LICENSEE
                  grants
                  sublicenses, LICENSEE
                  will collect an issue fee greater than or equal to Fifty Thousand
                  Dollars
                  ($50,000). LICENSEE
                  will pay to LICENSOR Fifty Percent (50%) of any issue fee from
                  sublicensing.

              


      

       

      
        	
                C.2

              	
                Earned
                  Royalties

              


      

       

      
        	 	
                C.2.1

              	
                In
                  addition to the License Issue Fee, LICENSEE
                  will pay LICENSOR an earned royalty of Six Percent (6%) on its
                  Net Sales
                  and on Net Sales of its sublicensees. Payments of earned royalties
                  will be
                  in accordance with the requirements of Article 5 (FEES, ROYALTIES
                  AND
                  PAYMENTS), Article 7 (PROGRESS AND ROYALTY REPORTS), and Article
                  20
                  (NOTICES) of this Agreement.

              


      

       

      
        	 	
                C.2.2

              	
                THE
                  REGENTS will decrease the earned royalty on Net Sales of Licensed
                  Products
                  that implement scanning applications of OCDR (Scanning Products)
                  in the
                  event that
                  LICENSEE
                  must also pay earned royalties on sales of Scanning Products under
                  a
                  license(s) with a third party(ies) for rights to patents that dominate
                  that part of THE REGENTS’ Patent Rights pertaining to Scanning Products.
                  The earned royalty due LICENSOR will be decreased by the actual
                  earned
                  royalty paid to such third parties up to a maximum of Two and One-Half
                  (2.5) percentage points. In no case will the earned royalty due
                  LICENSOR
                  be less than Three and One-Half Percent (3.5%) of Net Sales. THE
                  REGENTS
                  will decrease the earned royalty from Net Sales of Scanning Products
                  only
                  if 1) LICENSEE
                  provides
                  THE REGENTS with a copy of the relevant third party license agreements
                  including any amendments thereof, and 2) LICENSEE
                  sells Scanning Products only separately from other Licensed Products
                  and
                  accounts
                  for such sales separately, and 3)
                  LICENSEE
                  reports to THE REGENTS actual royalty payments made to third parties
                  under
                  the relevant license agreements. Any information disclosed under
                  the
                  reporting requirements can be marked PROPRIETARY and will not be
                  disclosed
                  to third parties, except as required by
                  law.

              


      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        	 	
                C.2.3

              	
                The
                  earned royalty on sales of Licensed Products that implement OCDR
                  (OCDR
                  Products) that are sold as part of a larger product system shall
                  be based
                  on the average Net Sales of that OCDR Product sold separately on
                  a non-OEM
                  basis over the relevant royalty reporting period. In cases where
                  LICENSEE
                  integrates OCDR Products with one or more Authorized Technologies
                  (Integrated Products), and LICENSEE
                  does not sell OCDR Products separately and therefore cannot determine
                  earned royalties based on separate sales of OCDR, then LICENSEE
                  shall pay an earned royalty of Six Percent (6%) on a fraction of
                  Net Sales
                  of Integrated Products as follows:

              


      

       

      
        	
                Number
                  of Authorized Technologies integrated with OCDR Product

              	 	
                Fraction
                  of Net Sales of Integrated Products

              
	
                1

              	 	
                1/2

              
	
                2
                  or more

              	 	
                1
                  /
                  3

              


      

      


      In
        no
        case will LICENSEE
        pay an
        earned royalty on less than one-third (1/3) of the Net Sales of an Integrated
        Product.

       

      Each
        of
        digital x-ray technology and laser technology for ablating biological material
        is an Authorized Technology. The Parties may agree to amend this Agreement,
        in
        writing, to include other technologies as Authorized Technologies.

       

      
        	
                C.3

              	
                Maintenance
                  Fee

              


      

       

      Beginning
        in calendar year 2002, LICENSEE
        will pay
        LICENSOR a license maintenance fee of Ten Thousand Dollars ($10,000) per
        calendar year, which will be due according to the schedule in C.4. The
        maintenance fee in any calendar year will be creditable against the minimum
        annual royalty due in the same calendar year.

       

      
        	
                C.4

              	
                Minimum
                  Annual Royalties

              


      

       

      LICENSEE
        will pay
        to LICENSOR a minimum annual royalty according to the requirements of Article
        5
        (FEES ROYALTIES AND PAYMENTS) and the schedule below. Earned royalties paid
        to
        LICENSOR for Net Sales during a calendar year will be accrued and credited
        against the minimum annual royalty paid for that same calendar
        year.

       

      
        	
                Calendar
                  Year

              	 	
                Minimum
                  Annual Royalty

              	 	
                Due
                  Date

              	 
	
                2004

              	 	
                $

              	
                30,000

              	 	February
                28, 2004	 
	
                2005

              	 	
                $

              	
                100,000

              	 	February
                28, 2005	 
	
                2006

              	 	
                $

              	
                250,000

              	 	February
                28, 2006	 
	
                2007
                  and thereafter for the life of this Agreement

              	 	
                $

              	
                500,000

              	 	February
                28, 2007 and February 28 of each year thereafter for the life of
                the
                Agreement	 


      

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        	
                C.5

              	
                Distribution
                  of Payments

              


      

       

      LICENSEE
        will pay
        ninety-five and six-tenths percent (95.6%) of all fees and royalties due
        to
        LICENSOR under this Agreement directly to THE REGENTS and will pay four and
        four-tenths percent (4.4%) of such fees and royalties directly to Optiphase,
        INC. Payment shall have been considered to be made to Optiphase, INC. by
        depositing appropriate money into an account designated by
        Optiphase.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D - MUTUAL NONDISCLOSURE AGREEMENT

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      MUTUAL
        NONDISCLOSURE AGREEMENT FOR EXCHANGE OF INFORMATION

      WITH
        LAWRENCE LIVERMORE NATIONAL LABORATORY

       

      This
        Agreement, effective on the date of the last party signs. is made by and
        between
LANTIS
        LASER, Inc.,
        located
        at, 1950 Greenwood lake Turnpike, Hewitt, NJ 07421 and THE REGENTS OF THE
        UNIVERSITY OF CALIFORNIA, located at 1111 Franklin Street, Oakland, CA 94607
        (“THE REGENTS”), under its Contract No. W-7405-ENG-48 with the U.S. DEPARTMENT
        OF ENERGY (“DOE”) as operators of the LAWRENCE LIVERMORE NATIONAL LABORATORY,
        located at 7000 East Avenue, Livemore, CA 94550 (“LLNL”) 

       

      WHEREAS,
        THE REGENTS< as operators of LLNL, and Lantis Laser, Inc. (hereinafter
        individually referred to as the “PARTY” or collectively as the “PARTIES”) wish
        to exchange certain confidential and proprietary Information relating to
        Optical
        Coherence Tomography (OCT) for dental applications (“PROPRIETARY INFORMATION”),
        this Agreement will govern the conditions of mutual disclosure of PROPRIETARY
        INFORMATION by the PARTIES.

       

      The
        PARTIES hereby agree:

       

      (1) To
        perform all terns of this Agreement and to aft PROPRIETARY INFORMATION in
        confidence, giving It the same degree of care, but no less then a reasonable
        degree of care, as the receiving PARTY exercises with its own proprietary
        information to prevent its unauthorized disclosure;

       

      (2) To
        exchange and use the PROPRIETARY INFORMATION solely for the purpose of
        evaluation, testing, and development of potential collaborations, joint
        ventures, and/or license of the technology;

       

      (3) Trial
        neither PARTY, without the prior written convent of the other, will disclose
        any
        portion of the PROPRIETARY INFORMATION to others except to their employees,
        agents, consultants, subcontractors or Government personnel having a need
        to
        know In order to accomplish the solo purpose stated above, and who are bound
        by
        a like obligation of confidentiality under this Agreement;

       

      (4) That
        neither PARTY will have any obligation, nor with the DOE, assume any liability
        with respect to any portion of the PROPRIETARY INFORMATION that: 

       

      (a) the
        receiving PARTIES can demonstrate by written record was previously known
        to
        them;

       

      (b) Is
        or
        becomes, available to the public through no fault of the PARTIES.

       

      (c) is
        lawfully obtained by the PARTIES from a third party and is not subject to
        an
        obligation of confidentiality owed to the third party; or

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (d) is
        independently developed by or for the PARTIES independent of any disclosure
        hereunder.

       

      
        	 	
                (5)

              	
                That
                  PROPRIETARY INFORMATION disclosed by the PARTIES will be in writing
                  and
                  clearly marked “PROPRIETARY INFORMATION” or its equivalent. If such
                  PROPRIETARY INFORMATION is initially disclosed orally or by demonstration,
                  it will be identified as PROPRIETARY INFORMATION or its equivalent
                  at the
                  time of disclosure. The disclosing PARTY will, within thirty (3)
                  days
                  thereafter; (a) reduce such PROPRIETARY INFORMATION to writing
                  or other
                  tangible form, referencing the date and type of PROPRIETARY INFORMATION
                  disclosed, and mark it as PROPRIETARY INFORMATION or its equivalent;
                  and
                  (b) deliver a copy to the receiving PARTY. All protections and
                  restrictions as to use and disclosure will apply during such thirty
                  (30)
                  day period. 

              


      

       

      
        	 	
                (6)

              	
                That
                  all rights and tills to the PROPRIETARY INFORMATION disclosed under
                  this
                  Agreement will remain the property of disclosing PARTY unless otherwise
                  agreed to in writing by the
                  PARTIES.

              


      

       

      
        	 	
                (7)

              	
                That
                  PROPRIETARY INFORMATION provided by any disclosing PARTY to any
                  receiving
                  PARTY shall be returned to the disclosing PARTY within five (5)
                  days of
                  written request for such return by the disclosing
                  PARTY.

              


      

       

      
        	 	
                (8)

              	
                That
                  no copies shall be made by a receiving PARTY of any PROPRIETARY
                  INFORMATION without the express written consent of the disclosing
                  PARTY.
                  Any copies so authorized
                  shall be returned to the disclosing PARTY or destroyed in accordance
                  with
                  the term and demand provisions of this
                  Agreement.

              


      

       

      
        	 	
                (9)

              	
                That
                  the receiving PARTY agrees that with regard to any, patent application
                  provided as PROPRIETARY INFORMATION under this Agreement that no
                  protest,
                  public use proceeding copied claims for provoking interference,
                  or other
                  action impeding issuance of any patent based on the disclosed application
                  shall be field by the receiving PARTY prior to issuance of such
                  patent.

              


      

       

      
        	 	
                (10)

              	
                The
                  PARTIES agree that any photocopy or facsimile copy of this fully-executed
                  agreement shall have the same legal force and affect as any copy
                  bearing
                  original signatures of the PARTIES.

              


      

       

      
        
          	
                  Technical
                    Contact for Company:

                	 	
                  Technical
                    Contact for LLNL:

                
	 	 	 	 	 	 	 
	
                  Name:
                    

                	 	
                  Stanley
                    S. Baton

                	 	
                  Name:

                	 	
                  Luiz
                    Da Silva

                
	
                  Company,

                	 	
                  Lantis
                    Laser, Inc.

                	 	 	 	
                  Lawrence
                    Livemore

                
	 	 	 	 	 	 	
                  National
                    Laboratory

                
	
                  Address:

                	 	
                  1950
                    Greenwood Lake Turnpike

                	 	
                  Address:

                	 	
                  7000
                    East Avenue .

                
	 	 	
                  Hewitt
                    NJ 07421

                	 	 	 	
                  P.O.
                    Box ON, L-99

                
	
                  Livermore,
                    CA 94550

                	 	 	 	 	 	 
	
                  Phone:

                	 	
                  (203)
                    973-0397

                	 	
                  Phone:

                	 	
                  (925
                    423-9887

                
	 	 	
                  (203)
                    374-9856

                	 	
                  Fax

                	 	 


        

      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      It
        is
        further agreed that the furnishing of PROPRIETARY INFORMATION does not
        constitute any grant or license to the other PARTY for any legal rights now
        or
        hereinafter held by either PARTY.

       

      This
        Agreement will be subject to and interpreted to accordance with, the laws
        of the
        State of California.

       

      Unless
        terminated earlier by thirty (3)) days written notice by either PARTY to
        the
        other, this Agreement will remain in effect of
        two (2) year(s)
        from the effective date first written above, at which time the receiving
        PARTY
        will return or destroy the PROPRIETARY INFORMATION within thirty (30) days
        of
        the termination of this Agreement. If the PROPRIETARY INFORMATION is destroyed,
        a certificate of destruction must be furnished to the disclosing PARTY within
        the thirty (30). The secrecy and non-use obligations of the receiving PARTY
        set
        forth above will remain in effect for five (5) years from the effective date.
        

       

      The
        receiving PARTY acknowledges its obligations to control access to technical
        data
        under the U.S. Export Laws and Regulations and agrees to adhere to such Laws
        and
        Regulations with regard to any technical data received under this
        Agreement.

       

      Any
        modification to this Agreement must be in writing and signed by the duly
        authorized representative of each PARTY.

       

      
        	
                LANTIS
                  LASER, INC.

              	
                THE
                  REGENTS OF THE UNIVERSITY OF CALIFORNIA LAWRENCE LIVERMORE NATIONAL
                  LABORATORY

              
	 	 
	
                By:

                (signature)

              	
                By:

                (signature)

              
	
                Name:

                (please
                  print)

              	
                Name:

                (please
                  print)

              
	
                Title:

              	
                Title:

              
	
                Date
                  signed:

              	
                Date
                  signed:

              


      

       

      
        	
                RETURN
                  TO:

              	
                Lawrence
                  Livermore National Laboratory

                ATTN:
                  Linda Lerner 

                7000
                  East Avenue 

                P.O.
                  Box 808, L 795 

                Livermore,
                  CA 94551

              


      

       

      cc: 
         Luiz
        Da
        Silva, L-399

      James
        Sommorcorn, L-795

       

      
        
          
          

        

        
          37