AMENDMENT
      THREE

     

    To

     

    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. TL01640-0.3

     

    Lawrence
      Livermore National Laboratory

    University
      of California

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

    Industrial
      Partnerships and Commercialization

     

    December
      18, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      THREE

    December
      2006

     

    To

     

    License
      Agreement - LLNL Case Number TL01640-0.0

    For
      Optical Coherence Tomography for Human and Animal Dentistry

    between
      Lantis Laser, Inc. and

    The
      Regents of the University of California

    effective
      September 14, 2001

     

    This
      Amendment Three to the License Agreement by and between The Regents of the
      University of California (“THE REGENTS”) and Lantis Laser, Inc. (“LICENSEE”)
      will be effective as of the date of execution of this Amendment by the last
      signing Party. This Amendment and the associated License Agreement are subject
      to overriding obligations to the Federal Government pursuant to the provisions
      of THE REGENTS’ Contract No. W-7405-ENG-48 with the United States Department of
      Energy (“DOE”) for the operation of the Lawrence Livermore National Laboratory
      (“LLNL”).

     

    This
      Amendment Three will modify the payment schedule and performance obligations.
      All other terms and conditions remain the same.

     

    Therefore,
      in consideration of the mutual covenants and obligations recited herein, THE
      REGENTS and LICENSEE hereby amend the License Agreement as follows:

     

    
      1.
        EXHIBIT
        B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS)

    

     

    Delete
      Section B.4 (Performance Obligations) in its entirety and replace with the
      following:

    

      	B.4  	
              Performance
                Obligations

            


      	 	 


      	B.4.1  	
              LICENSEE
                will build five (5) beta systems for clinical evaluation by leading
                clinicians and universities to provide feedback for the final
                specification of the pre-productions System and to perform
                characterization and validation studies. Software will be developed
                further to accommodate high speed scanning that will allow images
                to be
                shown on screen in real time. It will also be expanded for clinical
                use to
                allow the capture, manipulation and storage of image data. Refinement
                of
                the probe will be an ongoing effort to meet the clinical needs of
                the
                dental practitioners. The design of the hand-held scanner mechanism
                will
                be finalized in consultation with clinicians. These tasks will be
                completed by December 31, 2007.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      	B.4.2  	
              LICENSEE
                will (1) build two commercial configurations of the pre-production
                system
                that incorporate OCDR - one for integration with other digital modalities
                and the other as a stand-alone system, and (2) complete the development
                of
                the electronic interface with the OCT System, by December 31, 2008.
                FDA
                510(k) clearance for Licensed Products that incorporate OCDR will
                be
                applied for simultaneous to the last stages of
                development.

            


      	 	 


      	B.4.3  	
              LICENSEE
                will achieve the first of Sales of Licensed Products at the close
                of
                LICENSEE’s business on December 31, 2008.

            


      	 	 


      	B.4.4  	
              LICENSEE
                will achieve accumulative gross sales revenues from the Sales of
                Licensed
                Products of at least Ten Million Dollar ($10,000,000) at the close
                of
                LICENSEE’s business on December 31, 2009.

            


      	 	 


      	B.4.5  	
              LICENSEE
                will achieve accumulative gross sales revenues from the Sales of
                Licensed
                Products of at least Twenty Million Dollar ($20,000,000) at the close
                of
                LICENSEE’s business on December 31, 2010.

            


      	 	 


      	B.4.6  	
              LICENSEE
                will achieve gross sales revenues from the Sales of Licensed Products
                of
                at least Thirty Million Dollars ($30,000,000) per calendar year commencing
                with calendar year 2011 as measured at the close of LICENSEE’s
                business
                on December 31 of the relevant
                year.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      	B.4.7  	
              Progress
                reports will be due annually on every February 28. The next progress
                report is due on February 28, 2007.

            


      	 	 


      	B.4.8  	
              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 (FDA)
                at
                least one Premarket Notification (510k Notification) or Premarket
                Application for clearance/approval of Licensed Products that incorporate
                OCDR and obtain clearance from the FDA no later than December 31,
                2008.
                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.

            


    

     

    
    

    
      2.
        EXHIBIT
        C (FEES AND ROYALTIES) is deleted in its entirety and replaced with the
        following:

    

     

    [This
      space left intentionally blank]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      TO

    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) was paid when LICENSEE executed the
                Agreement.

            


    

    
      	 	 


    

    
      	C.1.1.2  	
              Seventy-Six
                Thousand Dollars ($76,000) was paid by October 6,
                2006.

            


    

    
      	 	 


    

    
      	C.1.1.3  	
              Eighty-Four
                Thousand Dollars ($84,000) to be paid on or before July 28,
                2007.

            


    

    
      	 	 


    

    
      	C.1.2  	
              THE
                REGENTS executed 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.

            


    

    
      	 	 


    

    
      	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.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	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.

            


      	 	 


    

    
      	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

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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

            


      	 	 


    

    
      	C.3.1  	
              Beginning
                in calendar year 2002, LICENSEE will pay LICENSOR a license maintenance
                fee of Ten Thousand Dollars ($10,000) per calendar year, due on February
                28 of each year. The maintenance fee will be waived once the minimum
                annual royalty requirement is met.

            


      	 	 


    

    
      	C.3.2  	
              LICENSEE
                will pay to THE REGENTS Fifty Thousand Dollars ($50,000) for past
                due
                maintenance fees for calendar years 2002 through 2006 by December
                31,
                2007. In addition LICENSEE must pay the 2007 maintenance fee of Ten
                Thousand Dollar ($10,000) due February 28, 2007. THE REGENTS must
                receive
                both payments from the LICENSEE on time to maintain
                exclusivity.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	C.4  	
              Minimum
                Annual Royalties

            


      	 	 


    

    
      	C.4.1  	
              LICENSEE
                will
                pay
                to LICENSOR a minimum annual royalty according to the requirements
                of
                Article 5 (FEES ROYALTIES AND PAYMENTS) and the schedule below. The
                minimum annual royalty paid to LICENSOR during a calendar year will
                be
                credited against the earned royalty due and owing for the calendar
                year in
                which the minimum payment was made.

            


    

     

    
      
        	
                Calendar
                  Year

              	 	
                Minimum
                  Annual Royalty

              	 	
                Due
                  Date

              	 
	
                2008

              	 	
                $

              	
                20,000

              	 	 	
                February
                  28, 2008

              	 
	
                2009

              	 	
                $

              	
                60,000

              	 	 	
                February
                  28, 2009

              	 
	
                2010

              	 	
                $

              	
                100,000

              	 	 	
                February
                  28, 2010

              	 
	
                2011
                  and thereafter for the life of this Agreement

              	 	
                $

              	
                250,000

              	 	 	
                February
                  28, 2011 and every February 28 thereafter for the life of the
                  Agreement

              	 


      

    

     

    
      	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.

     

    
      	C.6  	
              Assignment
                Fee

            


    

     

    LICENSEE
      will pay THE REGENTS an Assignment Fee of One Hundred Thousand Dollars
      ($100,000) prior to such assignment being approved by THE REGENTS as per Article
      18 (ASSIGNABILITY).

     

    THE
      REGENTS and LICENSEE execute this Amendment, in duplicate originals, by their
      respective officers who are duly authorized on the day and year that is
      written.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	LANTIS
              LASER,
              INC.	 	 	
              THE
                REGENTS OF THE UNIVERSITY OF CALIFORNIA LAWRENCE LIVERMORE NATIONAL
                LABORATORY

            
	 	 	 	 
	 	 	 	 
	By: 	 	 	By:  
	
              
                

              
Name: 	 	 	
              
                

              
Name: Karena D. McKinley
	
              
                

              

              Title: 

              
                

              

            	 	 	
              Title:
                Director, IPAC

              Date
                Signed: 

              
                

              

            
	
              Date Signed: 

              
                
 

            	 	 	 


    

     

    
      
        
        

      

      
        8