EXCLUSIVE LICENSE AGREEMENT



         This Exclusive License Agreement (hereinafter "Agreement") is entered

into by and between Lockheed Martin Corporation a Delaware corporation acting

through its Vought Systems (the "LICENSOR"), having its principal place of

business at P0 Box 650003, Dallas, Texas and OmniCorder Technologies, Inc. (the

"LICENSEE"), a corporation organized under the laws of Delaware and having a

principal place of business at 25 Loop Road, Stony Brook, New York 11790 as of

the 29 day of September 1998 (hereinafter "Effective Date").



                                   WITNESSETH:



         WHEREAS, the LICENSOR is the owner of the Subject Technology as defined

below; and



         WHEREAS, the LICENSOR is willing to grant to the LICENSEE a royalty

bearing, worldwide, exclusive license to practice the Subject Technology in

certain Fields as defined below on the terms, and subject to the conditions, set

forth herein: and



         WHEREAS, LICENSEE desires to obtain said exclusive license to practice

the Subject Technology on said terms and conditions.



         NOW, THEREFORE, for and in consideration of the premises and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties hereto expressly agree as follows:



1. DEFINITIONS AS USED HEREIN



1.1 "Subject Technology" shall mean the technology, know-how, methods,

inventions and confidential information related to LICENSOR's Enhanced Quantum

Well Infrared Photodetectors (EQWIPs) which were designed, developed and

invented by LICENSOR as of the Effective Date. The term Subject Technology shall

include U.S. Patent Number 5,539,206 entitled "Enhanced Quantum Well Infrared

Photodetector" by Thomas A. Schimert issued July 23, 1996, and all inventions

described or claimed therein, together with all patent, or like protection on

said inventions that have or may in the future be granted, whether in the United

States of America or any other country, and all substitutions for and divisions,

continuations, continuations-in-part, renewals, reissues, extensions and the

like on said applications and patents. The term Subject Technology shall also

include any improvement technology, know-how, methods, inventions, patent

applications, patents and maskworks made or obtained by LICENSOR in connection

with the EQWIPs, their materials or structure, LICENSOR's ongoing Advanced EQWIP

Project and any LICENSOR follow-on Projects thereto, so long as this Agreement

is in full force and effect. Subject Technology shall not include any

technology, know-how, methods, inventions, patent applications, patents,

maskworks or confidential information developed by any division, subsidiary or

Affiliate of Lockheed Martin Corporation other than Vought Systems.



1.2 "Licensed Products" shall mean and be limited to biomedical equipment that

incorporates or is intended to incorporate one or more EQWIPs or Advanced

EQWIPs, or that in any manner or to any extent incorporates or is intended to

incorporate, utilizes, or is made by the practice of,



<PAGE>



any of the Subject Technology or any technology derived from or based upon any

of the Subject Technology, or that is covered in whole or in part by any patent,

maskwork or equivalent protection that is or becomes part of the Subject

Technology, whether or not the equipment is delivered or sold assembled or in

kit form.



1.3 "Field" shall mean and be limited to biomedical applications of the Subject

Technology.



1.4      "The Parties" shall mean the LICENSEE and the LICENSOR.



1.5 "Affiliate" shall mean any corporation, partnership, joint venture, or other

entity controlled by, controlling or under common control with a Party. Control

means fifty one percent (51%) or more stock or other equity ownership.



1.6 "QED" shall mean Quantum Epitaxial Designs, Inc., having a place of business

at 119 Technology Drive, Bethlehem, PA 18015.



1.7 "Net Sales Revenue" shall mean the gross amount of monies (or the cash

equivalent of other than cash consideration) actually received by LICENSEE for

any Licensed Products that are sold to End-users, less any, credits and

allowances actually granted on account of rejections, returns or billing errors

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