MEMBERSHIP INTEREST PURCHASE AGREEMENT

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                                                                   EXHIBIT 10.14

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         This Membership Interest Purchase agreement is made this 13th day of

January, 2005, between Nicholas J. Sconzo of 210 A Meadowlands Parkway,

Secaucus, New Jersey 07094 (the "Seller"), and U.S. MedSys Corp., of 411 Route

17 South, Hasbrouck Heights, New Jersey 07604 (the "Purchaser").

                                    RECITALS

         A. The Seller is the record owner and holder of 85% of the outstanding

Membership Interest in PMC Ocular Network LLC (the "Company"), a New Jersey

Limited Liability Company.

         B. The Purchaser desires to purchase a majority of the outstanding

Membership Interest in the Company from Seller and Seller desires to sell such

to the Purchaser, upon the terms and subject to the conditions set forth in this

agreement.

         In consideration of the matters described above, and of the mutual

benefits and obligations set forth in this agreement, the parties agree as

follows:

                                   SECTION ONE

                                PURCHASE AND SALE

         Subject to the terms and conditions set forth below, at the closing of

the transaction contemplated by this agreement, Seller shall sell, convey,

transfer, and deliver to Purchaser a portion of Seller's Membership Interest in

the Company equal to a 51% Membership Interest in the Company. As a result, the

Seller shall own a 34% Membership Interest in the Company and the Purchaser

shall own a 51% Membership Interest in the Company.

         The closing of the transactions contemplated by this agreement (the

"Closing"), shall be held at 411 Route 17 South, Hasbrouck Heights, New Jersey,

on January 13, 2005 at 8:00 a.m., or such other place, date and time as the

parties to this agreement may otherwise agree.

                                   SECTION TWO

                                     PAYMENT

         As consideration for the purchase and sale of the 51% Membership

interest, Purchaser shall pay to Seller an aggregate of $400,000, in the

following manner:

         The deposit of $250,000 that was delivered to Seller in December 2004

shall apply be applied to the total purchase price on the date of Closing.

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         The balance of $150,000 shall be paid to Seller on the date that the

Company files an application with the New Jersey Department of Health and Senior

Services for approval as an Organized Delivery System.

                                  SECTION THREE

                                     OPTION