LICENSE AGREEMENT





     THIS AGREEMENT, effective as of November 26, 1997 ("EFFECTIVE DATE")

between THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing

business as Massachusetts General Hospital, having a place of business at Fruit

Street, Boston, Massachusetts 02114 ("GENERAL") and Laser Photonics, a

corporation having offices at 6865 Flanders Dr., Ste.G, San Diego CA

92121("COMPANY").



     WHEREAS, under research programs funded by the GENERAL and the U.S.

Government, the GENERAL through research conducted by Rox Anderson, M.D. has

developed an invention pertaining to Phototherapy Methods and Systems;



     WHEREAS, GENERAL has filed a Provisional Patent Application covering said

invention and all Dr. Anderson's rights, title and interest in said application

have been assigned to GENERAL;



     WHEREAS, GENERAL represents to the best of its knowledge and belief that it

is the owner of all rights, title and interest in said patent application and

has the right and ability to grant the license hereinafter described;



     WHEREAS, as a center for research and education, GENERAL is interested in

licensing PATENT RIGHTS and thus benefiting the public and the GENERAL by

facilitating the dissemination of the results of its research in the form of

useful products, but is without capacity to commercially develop, manufacture,

and distribute any such product; and



     WHEREAS, COMPANY having such capacity, desires to commercially develop,

manufacture, use and distribute such products throughout the world;



     NOW THEREFORE, in consideration of the premises and of the faithful

performance of the covenants herein contained, the parties hereto agree as

follows:



                                 1. DEFINITIONS



     1.1   The term "ACCOUNTING PERIOD" shall mean each six month period ending

June 30 and December 31.



     1.2   The term "AFFILIATE" shall mean any corporation or other legal entity

other than COMPANY in whatever country organized, controlling, controlled by or

under common control with COMPANY. The term "control" means possession, direct

or indirect, of the powers to direct or cause the direction of the management

and policies of an entity, whether through the ownership of voting securities,

by contract or otherwise. The term "AFFILIATE" with respect to GENERAL shall

mean any company controlling, controlled by, or under common control, directly

or indirectly, with GENERAL.







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     1.3  The term "FIRST COMMERCIAL SALE" shall mean in each country the first

sale of any PRODUCT by COMPANY, its AFFILIATES or SUBLICENSEES.



     1.4  The term "LICENSE FIELD" shall mean Dermatological Devices and Methods

for Diagnosis and Therapy of Proliferative Skin Diseases



     1.5  The term "NET SALES PRICE" shall mean the GROSS SALES PRICE as defined

in (b) below received by COMPANY or any of its AFFILIATES or SUBLICENSEES

("SELLERS") for the sale or distribution of any PRODUCT, less (to the extent

appropriately documented) the following amounts actually paid out by COMPANY,

its AFFILIATE or SUBLICENSEE or credited against the amounts received by them

from the sale or distribution of PRODUCT:



     (a)   (i)   credits and allowances for price adjustment, rejection, or

return of PRODUCTS previously sold;



     (ii)  rebates and cash discounts to purchasers allowed and taken;



     (iii) amounts for transportation, insurance, handling or shipping charges

to purchasers;



     (iv)  taxes, duties and other governmental charges levied on or measured by

the sale of PRODUCTS, whether absorbed by COMPANY or paid by the purchaser so

long as COMPANY's price is reduced thereby, but not franchise or income taxes of

any kind whatsoever;



     (v)   for any sale in which the United States government on the basis of

its royalty-free license pursuant to 35 USC Sec. 202(c) to any PATENT RIGHT

requires that the GROSS SALES PRICE of any PRODUCT subject to such PATENT RIGHT,

be reduced by the amount of such royalty owed GENERAL pursuant to paragraph 3.1,

the amount of such royalty.



     (b) For any bone fide sale to a bona fide customer by COMPANY or any of its

AFFILIATES or SUBLICENSEES, the GROSS SALES PRICE shall be the gross billing

price of the PRODUCT.



     (c) If COMPANY or any of its AFFILIATES or SUBLICENSEES sell any PRODUCT in

a bona fide sale as a component of a combination of active functional elements,

the GROSS SALES PRICE of the PRODUCT shall be determined by multiplying the

GROSS SALES PRICE of the combination by the fraction A over A + B, in which "A"

is the GROSS SALES PRICE of the PRODUCT portion of the combination when sold

separately during the ACCOUNTING PERIOD in the country in which the sale was

made, and "B" is the GROSS SALES PRICE of the other active elements of the

combination sold separately during said ACCOUNTING PERIOD in said country. In

the event that no separate sale of either such PRODUCT or active elements of the

combination is made during said ACCOUNTING PERIOD in said country, the GROSS

SALES PRICE of the PRODUCT shall be determined by multiplying the GROSS SALES

PRICE of such combination by the fraction C over C + D, in



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which "C" is the standard fully-absorbed cost of the PRODUCT portion of such

combination, and "D" is the sum of the standard fully-absorbed costs of the

other active elements component(s), such costs being arrived at using the

standard accounting procedures of COMPANY which will be in accord with generally

accepted accounting practices.



     (d) If a SELLER commercially uses or disposes of any PRODUCT by itself (as

opposed to a use or disposition of the PRODUCT as a component of a combination

of active functional elements) other than in a bona fide sale to a bona fide

customer, the GROSS SALES PRICE hereunder shall be the price which would be then

payable in an arm's length transaction. If a SELLER commercially uses or

disposes of any PRODUCT as a component of a combination of active functional

elements other than in a bona fide sale to a bona fide customer, the GROSS SALES

PRICE of the PRODUCT shall be determined in accordance with paragraph (c) above,

using as the GROSS SALES PRICE of the combination that price which would be then

payable in an arm's length transaction.



     (e) Transfer of a PRODUCT within COMPANY or between COMPANY and an

AFFILIATE for sale by the transferee shall not be considered a sale, commercial

use or disposition for the purpose of the foregoing paragraphs; in the case of

such transfer the GROSS SALES PRICE shall be based on sale of the PRODUCT by the

transferee.



     1.6 The term "PATENT RIGHT" shall mean the U.S. Provisional Patent

Application filed by Dr. Anderson on October 8, 1997, to be assigned to GENERAL,

entitled Phototherapy Methods and Systems and any subsequent utility application

based thereon, or the equivalent of such application, including any division,

continuation or any foreign patent application or Letters Patent or the

equivalent thereof issuing thereon or reissue, reexamination or extension

thereof. PATENT RIGHTS shall also include those claims in any

continuation-in-part of the aforementioned patent application which claim an

invention described or claimed in said patent application.



     1.7 The term "PRODUCT" shall mean any article, device, composition, method

or service, the manufacture, use, or sale of which



     (a) absent the licenses granted herein, would infringe a VALID CLAIM of any

PATENT RIGHT, or



     (b) does not infringe a VALID CLAIM of any PATENT RIGHT licensed to COMPANY

hereunder but the discovery, development, manufacture or use of which employs

TECHNOLOGICAL INFORMATION.



     1.8 The term "SUBLICENSEE" shall mean any non-AFFILIATE third party

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