Transfer of Technology

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of
Seller] (the "Seller") of [Address of Seller] and [Name of Buyer] (the "Buyer") of [Address of
Buyer].

WHEREAS:

(A) the Seller is the developer of a unique, innovative and proprietary form of technology in
the area of [Brief Description of Technology (ie. optical imaging)] more particularly
described in Schedule "A" hereto (collectively the "Technology");

(B) the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller the
Technology;

NOW THEREFORE in consideration of the sum of Two Dollars ($2.00) now paid by the Buyer
to the Seller, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Seller hereby agrees as follows:

1. The Seller hereby sells, assigns and transfers all of his right, title, and interest in and to the
Technology and intellectual property rights therein to the Buyer.

2. The Seller hereby represents and warrants as follows:

(a) That the Seller is, as of the date hereof, the lawful, recorded beneficial owner of
the Technology, free and clear of any security interest, claims, liens, charges,
pledges or encumbrances; and

(b) That except as set out herein, upon delivery of the Technology, the Buyer will
acquire good and valid title to the Technology, free and clear of any security
interest, claims, liens, pledges or encumbrances, interruptions or disturbances.

IN WITNESS WHEREOF the Seller has executed this Agreement on the date first above
written.

Witness [NAME OF SELLER]

 Schedule "A"
Description of Technology
[Describe Technology in Detail (include patents, provisional patents, know how, moral rights and
other intellectual property)]