This Technology Transfer Agreement (the "Agreement") is made effective as of the 3rd day of June 1999 (the "Closing Date") by and between Lumisys Incorporated, a Delaware Corporation ("Lumisys"), with a principal office at 225 Humboldt Court, Sunnyvale, CA 94089, on behalf of the Imagraph Corporation, a wholly owned subsidiary ("Imagraph"), and Foresight Imaging LLC, a Massachusetts limited liability corporation, with a principal office at 220 Mill Road, Chelmsfor resight").

Whereas, Lumisys, through Imagraph, is engaged in the business of manufacturing and marketing a full line of precision frame-grabber printed circuit boards and software for medical imaging, machine vision and scientific applications;

Whereas, Lumisys has agreed to license certain of its assets and technology and to assign certain contractual obligations related to the Lumisys Products (as defined below) to Foresight so that Foresight may carry on this portion of the Imagraph business;

Whereas, Foresight desires to obtain these rights so that it may manufacture the Lumisys Products and distribute the Lumisys Software to end users subject to the terms and conditions set forth below.

Now, Therefore, in consideration of the promises and of the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Definitions. As used herein, capitalized terms will have the meanings set forth below.

1.1 "Assumed Liabilities" has the meaning as set forth in Section 5.3 ("Assumed Liabilities").

1.2 "Closing Date" means the date as set forth in the first paragraph of this Agreement.

1.3 "Confidential Information" means any confidential or proprietary information, the Source Code, software tools, designs, schematics, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to Lumisys, its present or future products, sales, suppliers, customers, employees, investors or business, and identified by Lumisys as Information, whether in oral, written, graphic or electronic form. If disclosed in oral form, such information must be identified as confidential at the time of disclosure and reduced to writing marked as confidential and delivered to the receiving party within thirty (30) days following disclosure.

1.4 "Contracts" means all end user license, support and maintenance agreements for the Licensed Products, and other agreements relating to the use, development or license of the License Products and all outstanding quotes, offers to license, open bids and other commitments to license the Licensed Products and all license agreements with third parties for Third Party Software in existence as of the Closing Date, and as more specifically described in Exhibit C ("Contracts")

1.5 "Documentation" means the specifications, schematics, end user and technical manuals and other documentation delivered with the Licensed Products.

1.6 "Existing Licenses" means all current customers for the Licensed Products which are parties to the Contracts as of the Closing Date.

1.7 "Improvements" shall have the meaning as set forth in Section 7.1 ("Ownership").

1.8 "Intellectual Property Rights" means all existing patent (including all applications and registrations with respect thereto), copyright, tradename, trademark, trade secret, know-how, mask work, or any other intellectual property right or proprietary information or technology, whether registered or unregistered, or whether now known or hereafter recognized in any jurisdiction.

1.9 "Licensed Products" means those items described in Exhibit A ("Licensed Products"), including the hardware, the Lumisys Software and all Documentation.

1.10 "Lumisys Software" means the software components developed or licensed by Lumisys and embedded in the Licensed Products in Source Code and Object Code, and any Improvements thereto.

1.11 "Net Revenues" means the unit price for each unit of the Lumisys Products shipped, less credits allowed for defective or returned goods.

1.12 "Object Code" means the machine executable embodiment of the Licensed Software.

1.13 "Software License Agreement" means the agreement provided by Lumisys to be executed by an end user that grants an end user the right to use the Licensed Product in substantially the same form as attached in Exhibit D ("Software License Agreement").