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                        [ADVANCED BIOPHOTONICS INC. LOGO]



                              PILOT SITE AGREEMENT



      This Pilot Site Agreement (the "Agreement") is made this 16th day of

December, 2005 (the "Effective Date"), by and between Advanced BioPhotonics Inc.

having its principal office at 125 Wilbur Place, Suite 120, Bohemia, New York

(hereinafter "ABP") and Yale University, School of Medicine, having its

principal office at 47 College Street, Suite 203, New Haven, Connecticut

(hereinafter the "Pilot Site").



      WHEREAS ABP is supplying Pilot Site with advance exposure to ABP's

BioScanIR(R) system (hereinafter referred as "BioScanIR(R)") in

pre-commercialization phase;



      WHEREAS the BioScanIR(R) has received 510(k) clearance from the United

States Food and Drug Administration, and reference to such approval and approved

labeling is attached as Appendix 1;



      WHEREAS Pilot Site agrees to serve as a pilot test site for the

BioScanIR(R) system and therefore use the BioScanIR(R) system as defined in the

Protocol to test its functionality, performance and reliability to determine the

applicability of this technology to plastic surgery applications;



      WHEREAS Pilot Site will provide ABP with regular written feedback,

recommendations and comments regarding or concerning any problems with the

BioScanIR(R), its performance, reliability, or functionality detected at this

stage by Pilot Site;



      THEREFORE Pilot Site and ABP agree that Pilot Site will be a pilot test

site for ABP products specified in the Pilot Study Bailed Equipment (attached

hereto as Appendix 2) subject to the following terms and conditions:



1. DELIVERY, TITLE AND OWNERSHIP OF THE SYSTEM



      1.1 Under this Agreement, ABP has delivered and entrusted to Pilot Site,

the Designated Equipment at the Designated Site, as those items are specifically

identified in Appendix 2, which may be amended from time to time and is attached

hereto and made a part hereof (hereinafter collectively or separably referred to

as the "System"). The System shall be used to collect data to evaluate the

location of the perforator vessels in vivo and to evaluate the healing process

of the transplanted flaps and for no other purposes, without ABP's prior written

consent.



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      1.2 The purpose of the bailment of the System to the Pilot Site is for the

mutual benefit of the parties to advance plastic surgery research and

applications.



      1.3 Delivery and Acceptance of the System - Pilot Site hereby acknowledges

delivery of the System by ABP at the Designated Site or such other location as

the parties may agree in writing. Pilot Site shall not store or use such System

at any other location, without ABP's prior written consent.



      1.4 Modification of the System - ABP may, in its sole discretion, deliver

Software modifications or additional equipment (not originally identified in

Appendix 2) to the Pilot Site. Under the direction of ABP, Pilot Site shall

promptly install any Software modifications, and follow the use instructions

provided. Any such modifications shall only be used on the System pursuant to

this Agreement. Upon delivery, such additional equipment or Software

modification shall be deemed to become part of the bailed equipment which

comprise the System, subject to the terms and conditions of this Agreement,

without requiring a new agreement or revisions to this Agreement. The Designated

Equipment listed in Appendix 2, shall be deemed to be revised to include such

additional equipment or Software modification. PILOT SITE SHALL NOT MAKE ANY

MODIFICATIONS TO THE SYSTEM WITHOUT THE PRIOR WRITTEN CONSENT OF OR PURSUANT TO

WRITTEN INSTRUCTIONS FROM ABP.



      1.5 Return of System - Upon ABP's receipt of the entire System returned by

the Pilot Site, together with the Pilot Site's express intent to terminate this

Agreement, the bailment with respect to the System shall be terminated. .



      1.6 Within ten (10) days of termination or expiration of the Agreement,

Pilot Site shall cooperate in every manner necessary to expedite the return of

the System to a destination approved by ABP. ABP or its designated

representative will pack the System and will arrange for shipment of the System

to the ABP designated location. Upon ABP's receipt of all of the bailed

equipment and Software that comprise the System (as identified in Appendix 2)

returned by the Pilot Site, the bailment with respect to the System shall be

terminated. Thereafter, ABP shall terminate all existing financing statements

with respect to the bailment of the returned System.



      1.7 Retention of Title - Title to and the right of immediate possession of

the System shall at all times remain with ABP and neither the Pilot Site nor any

other party claiming through the Pilot Site shall have any right of property

therein. Any accession or confusion of the System with other materials,

components, parts, accessories, or in any manner shall not affect ABP's right,

title, and interest in the System. The System shall not be transferred or

delivered to any third party, corporation, or any entity without the prior

written consent or instructions of ABP, and neither this Agreement nor the

bailment hereby granted may be assigned, encumbered, or used in any secured

transaction. The System shall not be used in any manner inconsistent with the

Protocol created in this Agreement and detailed in Appendix 3.



      1.8 Liens or Other Encumbrances - Pilot Site covenants and warrants to ABP

that it will not, nor will it allow any third party to, assert any liens against

the System, or by any agreement, use the System as collateral in any secured

transaction, or perfect any security interest in or otherwise encumber the

System.



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      1.9 Protection of ABP's Property - Pilot Site shall store the System in a

secure location. In addition, Pilot Site shall take all reasonable means to

store, situate, and maintain the System in a manner so as to be readily

identifiable and physically segregated from Pilot Site's property and the

property of others; and to take all necessary steps to keep its property and the

property of others from being commingled with the System. If physical protection

of the System is not practicable, then Pilot Site shall maintain adequate

accounting controls over the System on its books and records in accordance with

general accepted accounting principles and sound accounting practices for the

purpose of identification.



      1.10 Financing Statements - Pilot Site expressly authorizes ABP to prepare

and file a financing statement pursuant to Article 9 of the Uniform Commercial

Code. The filing of such financing statement is not intended as a security

interest of ABP which attaches to the System; but rather is intended to protect

the rights of ABP as the true owner of the System. The filing of a financing

statement shall not affect the classification of this Agreement as a true

bailment, nor the System covered hereunder as bailed property. The Pilot Site

shall fully cooperate with ABP in effectuating the filing of such financing

statements.



      1.11 Recovery of the System - At ABP's sole cost and expense (unless due

to the Pilot Site's negligence) the Pilot Site agrees to assist ABP in any legal

proceedings or other lawful means to obtain or recover possession of the System

withheld or detained, without ABP's consent, by others.



2. PILOT STUDY



      Under the direction and supervision of Dr. Yuan Liu (the "Principal

Investigator"), Pilot Site shall use the System as described in the Protocol

(hereinafter the "Protocol," which is attached hereto as Appendix 3) to test

functionality, performance and reliability of the System (hereinafter referred

to as the "Pilot Study"). Pilot Site shall conduct the Protocol in a manner that

is consistent with the approved labeling, a copy of which is attached hereto as

Appendix 1. Pilot Site shall consult with ABP and provide ABP with the full

benefit of Pilot Site's knowledge, experience and skill in the field. Pilot Site

represents that such Pilot Study shall be performed in a professional manner and

according to the highest standards of the industry. Further, the

responsibilities of both ABP and the Pilot Site in developing and implementing

the Protocol are detailed in Section 5.



3. TERM AND TERMINATION



      3.1 The term of this Agreement shall commence on the Effective Date and

shall terminate one (1) year after the Effective Date.



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      3.2 ABP shall have the right to terminate this Agreement at its sole

discretion by giving a ten (10) day prior written notice to Pilot Site.



      3.3 Pilot Site shall have the right to immediately terminate this

Agreement at its sole discretion upon written notice if there are any documented

health risks associated with Protocol implementation or the investigator leaves

the institution and a mutually agreeable replacement cannot be found.



4. LICENSE GRANT AND TITLE



      4.1 Pilot Site is granted a non-exclusive, non-assignable and

non-transferable license to use the System in accordance with the terms and

conditions of this Agreement (the "License"). The license granted herein does

not include the right to make copies of the BioScanIR(R) Software Platform and

the Application Suites defined in Appendix 2 (hereinafter referred to,

collectively and individually, as the "Software"). Upon termination of this

Agreement, Pilot Site shall return any notes, memos, reports or records,

reproductions, correspondence or any document created by the Pilot Site

concerning the System. If such notes are part of the research being done at the

Pilot Site, a copy will be kept and marked "Confidential". Failure to return

such documents shall constitute a breach of the NDA between the Parties,

attached hereto as Appendix 4.



      4.2 ABP and Pilot Site are each entitled to use research results obtained

during the course of the Pilot Study for its own research, product development

or teaching. However, any further assignment or other use of these findings

shall require the prior approval of the other party.



      4.3 All improvements, enhancements, inventions and/or intellectual

property arising out of the performance of this Pilot Study, which are based

upon the use of the System or methods employed in the System are the exclusive

property of ABP and shall be assigned to it. Pilot Site shall make no claims to

intellectual property that may limit the use of the System.



5. DEVELOPMENT OF THE PROTCOL



      5.1 Pilot Site agrees to use the System to conduct the Protocol in

accordance with the terms of the Protocol and the User's Manual provided by ABP

and Pilot Site shall consult with ABP and provide ABP with the full benefit of

Pilot Site's knowledge, experience and skill in the field. Pilot Site represents

that such Services shall be performed in a professional manner and according to

the highest standards.



      5.2 Pilot Site will provide a written report on the status of the Protocol

to ABP on a regular basis as mutually agreed upon, and, in any event, at least

quarterly.



      5.3 Pilot Site agrees not to use the System in any manner contrary to the

purposes of this Agreement nor to adapt, modify, disassemble or move the System

without ABP's prior knowledge and written consent. Such misuse will allow ABP to

immediately terminate this Agreement, with all consequences thereof to be borne

by Pilot Site exclusively. Should particular health protection requirements

require modifications of the System, Pilot Site shall immediately notify ABP in

writing and ABP may, in its sole discretion, modify the equipment or terminate

the Agreement.



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      5.4 In addition to the Principal Investigators (John Persing, M.D. and

Yuan Liu, M.D.), the Pilot Site shall appoint one or two representatives who,

together with the Princit 6 0 pal Investigator, shall be responsible for making

all service and support calls to ABP and for completing Pilot Site's reporting

obligations under this section. The contact information for the designated site

representatives is set forth in Appendix 2.



      5.5 Pilot Site shall not use the Software on equipment other than the

System (as defined in the Pilot Study Bailed Equipment Schedule, hereinafter the

"Designated Equipment") at the Designated Site (as defined in the Pilot Study

Bailed Equipment Schedule, hereinafter the "Designated Site") for the purposes

set forth in this Agreement. ABP shall have, at any time, upon reasonable

notice, the right to audit the Pilot Site to ensure that the use of the System

is in conformity with the terms and conditions set forth herein. If such audit

indicates Pilot Site to be in breach of this Agreement, at its sole discretion,

ABP may immediately terminate this Agreement.



      5.6 Pilot Site hereby declares that it is not in default of any or all of

its obligations towards any of its creditors or pursuant to any of its

agreements entered into with any third party, and is not subject to any

proceedings of insolvency, bankruptcy, dissolution, merger, change of control,

trusteeship or any similar proceedings.



      5.7 The Pilot Site represents and warrants that the Protocol shall be

formally approved by the appropriate Pilot Site Institutional Review Board(s).



6. SYSTEM SUPPORT



      ABP shall appoint two (2) representatives who are responsible for support

of the System at the Pilot Site. Such representatives shall be identified in the

Pilot Site Schedule and they will be technically qualified, familiar with the

System and able to provide technical support to Pilot Site during normal

business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time) Monday through Friday,

excluding holidays.



7. WARRANTIES AND INDEMNIFICATION



      7.1 ABP represents and warrants to Pilot Site that ABP has the authority

to grant the License granted hereunder and that, to the best of the knowledge,

information and belief of ABP, the System does not infringe or violate any

copyright, trademark, patent or other proprietary right of any third party in

the United States.



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      7.2 ABP shall, at its own expense, defend any suit brought against Pilot

Site in respect of a claim of infringement of any copyright, trademark, patent

or other proprietary right by any third party resulting from or as a consequence

of Pilot Site's use of the System pursuant to the License granted herein. ABP

agrees to pay the costs and damages finally awarded in such suit against Pilot

Site, provided that Pilot Site immediately notifies ABP in writing of such

infringement claim, cooperates with and uses its best efforts to assist ABP in

the defense of such suit and acknowledges ABP's exclusive right to settle or

defend such suit as ABP may see fit; provided that ABP shall not settle any

claims in which Pilot Site or Principal Investigator(s) are required to admit

liability without the prior written consent of Pilot Site. ABP shall not be

liable for any damages, costs, losses, expenses (including settlement awards and

attorney's fee) incurred by Pilot Site in defending any action or claim unless

such a defense or action has been authorized in writing by ABP.



      7.3 If the third party infringement claim is based upon any unauthorized

modification of the System by Pilot Site, then Pilot Site shall indemnify and

hold ABP harmless against any judgment for damages which may be rendered against

ABP based upon the alleged infringement, together with the costs and incidental

damages incurred by ABP in exercising its rights and obligations under this

paragraph.



      7.4 ABP warrants that the System as delivered is in full compliance with

applicable laws, standards, codes and regulations, is duly marked and labeled

and is suitable for use as under the terms of this Agreement. However, no claim

for damages will be allowed resulting from use of the System.



8. LIMITATION OF LIABILITY



      THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY OTHER WARRANTIES,

EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, AND OF ANY OTHER OBLIGATIONS OR

LIABILITY ON ABP's PART. UNDER NO CIRCUMSTANCES WILL ABP BE LIABLE FOR ANY LOSS

OF DATA, INCIDENTIAL DAMAGES, EXPENSE, CONSEQUENTIAL DAMAGES, QUALITY,

PERFORMANCE, ACCURACY, BEHAVIOR, COMPATIBILITY, RELIABILITY OR ANY DELAY IN THE

PERFORMANCE OF ANY OF THE PILOT SITE'S OBLIGATIONS TOWARDS THIRD PARTIES ARISING

IN CONNECTION WITH USE OR INABILITY TO USE, THE SYSTEM.



9. CONFIDENTIAL INFORMATION



      9.1 Protected Health Information - Notwithstanding any other provision of

this Agreement and subject to the terms of the Non-Disclosure Agreement attached

hereto as Appendix 4, if either party obtains any health or medical information

of any patient, the party will hold in confidence the identity of the subject

and the health/medical information and will comply with applicable laws and

policies regarding the confidentiality of such information.

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