1. Objectives
MDSC and ITCI would jointly undertake the continuation of the development of the Compact Photonic Explorer, ("CPE"), a "photonic sensor" that will use Ultraviolet light to remotely monitor the health of human tissue in various environments. The application field of use would be the health of human tissue including the detection of cancer types as well as the monitoring of various physiological body functions. The objective of the joint development project would be to produce a commercially viable device in accordance with a mutually agreed upon Work Plan and then to exploit the invention in the initial application field of use. A further objective would be to commercialize the CPE technology in other applications across multiple fields of use.

2. Investment

a) ITCI would count the approved funding for the CPE project at CUNY, which totals $1,993,019

b) In the event CUNY transitions to ITCI/MDSC Technology for commercial product development of medical and/or non-medical applications, ITCI/MDSC through grant sources and other sources (financial and non-financial) would provide funding and/or support (e.g., personnel, facilities, equipment and the like) for the "Project", as they are available and agreed to by the Parties.

b) ITCI and MDSC would jointly control the allocation/disbursement rights to joint funds as part of any contracts with or independent of CUNY. Funds would be allocated to the Project based on requirements specified in a mutually agreed upon Work Plan,

c) MDSC would contribute the use of those of its applicable patents necessary to achieve the objectives of the Parties, including but not limited to the completion of the Compact Photonic Explorer and all its potential applications. The value of such patent rights would be determined by mutual agreement. The protection of MTC Intellectual Property assets/prototypes it critical and understood,

d) ITCI would contribute the use of those of its present applicable patent rights (CUNY CPE Project) necessary to achieve the objectives of the Parties, including but not limited to the completion of the Compact Photonic Explorer and all its potential applications. The value of such patent rights would be determined by mutual agreement.

3. Governance

a) MDSC and ITCI would each designate an individual(s) with decision-making authority who would act on behalf of his respective organization. In the event of a deadlock, the Parties would resolve matters through a dispute resolution procedure to be agreed upon and incorporated in the Agreement

b) The Parties would jointly;

Develop a detailed Work Plan for the Project as described in Attachment A (to be completed), with specific time lines, milestones and dates for completion;

Undertake the Project;

Designate management and reporting procedures;

Make decisions on utilization of outside R&D, contractors, consultants and suppliers;

Make decisions on hiring, utilizing and firing any new personnel that would be paid using joint MDSC/ITCI funds; and

Monitor and manage all CUNY activity m connection with the Project, including creating budgets and financial models, and providing reporting responsibilities on a "to be determined" basis.

4. Intellectual Property Ownership, Use and Compensation

a) Inventor-ship of inventions conceived during the course of performing research under the Project would be determined in accordance with U.S. Patent laws and ownership would follow inventor-ship.

b) The Parties would agree on a case-by-case basis regarding the content and cost-sharing of any patent, know-how, copyright or trademark registration activities regarding "joint property" ownership and any such filing must reference both Parties as legally designated and identified co-owners and/or co-assignees, co-licensees.

b) MDSC and ITCI would provide appropriate use of any patent rights and know-how related to the "Project" and deemed applicable to all present and. future joint projects utilizing Ultraviolet light to monitor the health of medical environments: e.g. detection of cancer and the monitoring of body functions and other non-medical applications.

c) The Parties would split income based on mutually agreed to terms (to be defined as worldwide), and any other business development activity that creates economic value (including but not limited to out-licensing, revenue, royalties, acquisition, asset sale, merger among others) based on the total economic investment contributed by each of the Parties. Economic investment shall mean dollar funding, personnel, and facilities, reasonable accounting, auditing and legal fees directly related to protecting or exploiting the CPE, technology, to be negotiated in good faith by the Parties.

d) MDSC would retain exclusivity to all commercialization, manufacturing, marketing, distribution and pricing of the CPE within MDSC field of use. As joint owners of inventions developed during the Project, the Parties would have non-exclusive commercialization, manufacturing, marketing, distribution and pricing rights in all other fields of use, subject to Joint Property terms below, 1TCI would negotiate in good faith should MDSC make a request to extend its exclusive rights to additional fields of use.

5. Joint Property

a) Either Party may incorporate "joint property" into licensed products.

b) Any use of "joint property" resulting in sales, licenses or other conveyances of "joint property" or products incorporating "joint property" must be on commercially reasonable terms and one-half, (50%) or such other share agreed upon of the income (to be defined) must be paid to the other Party.

6. Responsibilities of the Parties

1) Would make available and provide to MDSC; Device design and simulation, fabrication packaging, testing prototype and pilot production lots, support with government proposals

2) Would provide MDSC a milestone document with respect to its funding of CUNY CAT to insure accurate and timely performance,

a) MDSC would provide project management including strategic plan; FDA regulatory process and address reimbursement issues; Sales/marketing, distribution, pricing Expertise; Medical device product management

b) The Parties agree that together that they will collaborate to resolve the following in the best interest of the initial and all future Projects.

1. Define the applicable project technology of both Parties
2. Establish a Governing mechanism for the Project
3. Produce goals and technical feasibility study including cost allocations (re Work Plan)
4. Define the commercial product (s) i.e., (CPE) photonic pill
5. Define term, "exclusivity", e.g., ownership of finished product/drawings etc.
6. Set up budget development responsibility, payments/re-imbursement of costs (Re Work Plan)
7. Financial projections royalties
8. Research and development plan (re Work Plan)
9. Personnel, responsibilities, accountability (re Work Plan)
10. Production plan
11. Regulatory process/approval process
12. Facility location
13. Due diligence, confidentiality Agreements
14. Insurance-liability, indemnification/other
15. Publication rights
16. Reconcile jointly on a monthly and quarterly basis;

• Project status
• Costs to date
• Results to date
• Milestone status and accomplishment
• Review next upcoming milestones

7. Duration
This Head of agreement shall remain in full force and effect for the period of 3 months from the Effective Date unless terminated earlier in accordance with the provisions of Section 8.

8. Termination

a) In the event that a party commits any breach of or default in any terms or conditions of this Heads of Agreement, the other Party may serve written notice of such breach or default on the defaulting Party and in the event that such Party fails to remedy such default or breach within thirty (30) days alter receipt of such written notice the non- defaulting Party may, at its option and in addition to any other remedies which it may have at law or equity* terminate this Heads of Agreement by sending notice of termination in writing to the defaulting Party to such effect.

b) If any Party (a) materially breaches any provisions of this "Heads of Agreement"; or b) passes a resolution for its winding-up; or if a court of competent jurisdiction c) makes an order for that Party's winding-up or dissolution; or d) makes an administration order in relation to that Party; or if any Party (e) appoints a receiver over, or a receiver takes possession of or sells an asset of, that Party; or (f) makes an arrangement with its creditors generally; or (g) makes an application to a court of competent jurisdiction for protection from its creditors generally; the other Party may terminate this Heads of Agreement by providing written notice, Termination shall be effective as of the date of the receipt of such notice.

e) This Heads of Agreement may be terminated for convenience by either Party on thirty (30) days prior written notice.

9. Miscellaneous

a) Nothing in this Heads of Agreement shall create or be deemed to create a partnership or to have created the relationship of principal and agent, a membership or any other legal entity between the Parties, Neither Party shall make any warranties or representations, or assume or create any obligations, on the other Party's behalf except as may be expressly permitted in writing. Each party shall be solely responsible for the actions of all their respective employees, agents and representatives.

b) This heads of Agreement or any of the rights or obligations hereunder may not be assigned or otherwise transferred or sub-contracted by any Party other than to their respective Affiliates, in whole or in part, without the express prior written consent of the other Party.

c) This Heads of Agreement shall be deemed to have been entered into and shall be construed, governed and interpreted in. accordance with the laws of the State of New York, without giving effect to principles of conflict of law. If a dispute arises out of or relates relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree to submit such dispute for full, binding and final resolution in accordance with the Commercial Rules of the American Arbitration Association, with the venue of the arbitration to be located in the proximity of the principal place of business of the Respondent,

d) Neither Party may publicize any part of this Agreement or any matter in connection with the subject matter of this Agreement without the express written consent of the other Party.