AMENDMENT NO.1 TO THE LICENSE AGREEMENT

This amendment to the agreement (this "Amendment") is made by and between OcuSense Inc. located at 1820 Holmby Avenue #4, Los Angeles, California 90025 ("OCUSENSE") and The Regents Of The University Of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("University"), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

When signed by both parties, this Amendment is effective as of the date of the last signature below ("Effective Date").

Whereas, OCUSENSE and University entered into a license agreement for the UCSD Case cited above, UC Control No. 2003-03-0433, effective March 12, 2003 ("Agreement");

Whereas, OCUSENSE and University wish to amend the Agreement to include certain corrections and modifications.

NOW THEREFORE, in consideration of the mutual covenants and premises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties amend the Agreement as follows:

1. Section 1.5 of the Agreement is hereby amended in its entirety to read as follows:

1.5          "Patent Rights" means any of the following: the US provisional patent application

(Serial No. 60/401,432 titled "Volume Independent Tear Film Osmometer") disclosing and claiming the Invention, filed by Inventor on or about August 6, 2002 and assigned to UNIVERSITY; and any conversions or utility patent applications claiming priority to the provisional patent application, including U.S. patent application Serial No. 10/400,617 filed on or about March 25, 2003, and any continuing applications of such conversion or utility patent applications including reissues, extensions, substitutions, continuations, divisions, and continuation-in-part applications (only to the extent, however, that claims in the continuation-in-part applications are entirely supported in the specification and entitled to the priority date of the parent application); and any corresponding foreign applications or patents, including PCT Application No. PCT/US03/09553PCT filed on or about March 25, 2003; and all patents filed by UNIVERSITY having claims which are supported by specifications of such provisional and utility applications.