HRL LABORATORIES, LLC - EYE DYNAMICS INC.

                        TECHNOLOGY DEVELOPMENT AGREEMENT



         This Technology Development Agreement ("AGREEMENT") is entered into

this 18th day of November, 2002 (the "EFFECTIVE DATE"), by and between HRL

Laboratories, LLC ("HRL"), having a principal place of business at 3011 Malibu

Canyon Road, Malibu, California 90265, and Eye Dynamics Inc. ("EDI"), located at

2301 West 205th Street, Suite 106, Torrance, CA 90501. HRL and EDI may be

referred to individually as a "PARTY" or collectively as the "PARTIES." All

capitalized terms not otherwise defined herein have the meanings set forth in

Section 1 herein.



         WHEREAS, HRL is a Delaware limited liability company jointly owned by

The Boeing Company, a Delaware corporation ("BOEING"), Amber Engineering ("AMBER

ENGINEERING"), by and through its parent company, Raytheon Company, a Delaware

corporation ("RAYTHEON"), of which Amber Engineering is a wholly-owned

subsidiary, and General Motors Corporation ("GM") (Boeing, Amber Engineering,

Raytheon and GM are sometimes collectively referred to herein as "HRL'S OWNERS")

and conducts applied research and development for these owners and for

government and commercial customers; and



         WHEREAS, HRL desires to maximize value from its technological

expertise, subject to its primary objective to serve the business interests of

its owners; and



         WHEREAS, EDI is a Nevada corporation and produces and markets patented

proprietary products and other services for the institutional, medical and

government markets including SafetyScope(TM), a digital system which identifies

and tracks movements of the human iris ("SAFETYSCOPE"); and



         WHEREAS, the Parties wish to collaborate to further develop Project

Intellectual Property as specifically detailed in Section 2 herein and EXHIBIT 2

attached hereto, subject to the terms and conditions set forth in Section 5

herein; and



         WHEREAS, the Parties recognize that no rights to any Intellectual

Property owned by any Party prior to the Effective Date are being granted to the

other Party under this Agreement; and



         WHEREAS, the Parties do not intend for any of the Project Intellectual

Property to include any Intellectual Property owned by HRL or owned by HRL's

Affiliates; and



         WHEREAS, the Parties have entered into an Agreement to Exchange

Proprietary Information (# 012039) dated April 4, 2001 (the "PROPRIETARY

INFORMATION AGREEMENT"), and attached as EXHIBIT 1 hereto.



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

mutual promises, covenants and conditions contained in this Agreement, the

Parties hereby agree as follows:







{PAGE}



         1. DEFINITIONS. Capitalized terms used in this Agreement shall have the

meanings set forth below or as otherwise specified herein:



         "365" shall have the meaning set forth in Section 4(g) herein.



         "365(N)" shall have the meaning set forth in Section 4(g) herein.



         "AFFILIATE", with respect to any person or entity, means a business

entity, including successors and assigns, having an ownership interest in such

person or entity, or any corporation, partnership or other entity, including

successors and assigns, that directly, or indirectly, through one or more

intermediaries, controls or is controlled by or is under common control with

such person or entity. Notwithstanding the foregoing, for purposes of this

Agreement, HRL Affiliates include HRL's Owners and their respective Affiliates.



         "ALGORITHM" shall have the meaning set forth in Section 2(a) herein.



         "AGREEMENT" shall have the meaning set forth in the preamble hereto.



         "AMBER ENGINEERING" shall have the meaning set forth in the recitals

hereto.



         "BARBARA MAUCH PROJECT" shall have the meaning set forth in Section

2(d)(iii) herein.



         "BOEING" shall have the meaning set forth in the recitals hereto.



         "CODE" shall have the meaning set forth in Section 4(g) herein.



         "CONFIDENTIAL INFORMATION" means that information as defined in

paragraph 4 of the Letter of Intent and includes such information deemed as

"PROPRIETARY" in paragraph 1 of the Proprietary Information Agreement.



         "EAR" shall have the meaning set forth in Section 9(j) herein.



         "EDI" shall have the meaning set forth in the preamble hereto.



         "EDI CAPITAL STOCK" shall have the meaning set forth in Exhibit 5,

Section (b) herein.



         "EFFECTIVE DATE" shall have the meaning set forth in the preamble

hereto.



         "ENVIRONMENTAL LAWS" means any and all federal, state and local Laws

which are intended to protect the environment and/or human health and safety,

including Laws governing or relating to Hazardous Materials. "ENVIRONMENTAL

LAWS" include the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended by Superfund Amendments and Reauthorization

Act of 1986, 42 U.S.C. ss. 9601 ET SEQ., the Toxic Substances Control Act, 15

U.S.C. ss. 2601 ET SEQ., the Hazardous Materials Transportation Act, 49 U.S.C.

ss. 1802 ET SEQ., the Resource Conservation and Recovery Act, 42 U.S.C. ss. 9601

ET SEQ., the Clean Water Act, 33 U.S.C. ss. 1251 ET SEQ., the Safety Drinking

Water Act, 42 U.S.C. ss. 300f ET SEQ., and the Clean Air Act, 42 U.S.C. ss. 7401

ET SEQ.



         "ERISA" shall have the meaning set forth in Exhibit 5, Section (r)

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