TECHNOLOGY TRANSFER AGREEMENT

3.3 Object Code License. Subject to the terms and conditions of this Agreement, as of the Closing Date, Lumisys grants Foresight an exclusive (including with regards to Lumisys except for support purposes), non-transferable, world-wide, royalty-bearing license to use, copy, reproduce and distribute the Lumisys Software in Object Code form or any derivative thereof solely as incorporated in the Licensed Products through all normal distribution channels. The distribu istributors shall include a license agreement for the use of the Lumisys Software in substantially the same form as attached hereto in Exhibit D ("Software License Agreement").

3.4 Trademark License. Subject to the terms and conditions of this Agreement, Lumisys hereby grants Foresight a exclusive, non-transferable, world-wide license to use the Lumisys trademarks, trade names and logos set forth in Exhibit B ("Marks") (the "Marks"), solely in connection with its marketing of the Licensed Products. Except for the right to use Marks as set forth in this Subsection 3.6 ("Trademark License"), nothing contained in this Agreement shall interest in or to any trademarks, trade names or logos of Lumisys or any third party supplier to Lumisys. Foresight shall not challenge Lumisys ownership of the Marks. Foresight shall comply with any usage guidelines which may be provided to Foresight by Lumisys. Foresight will maintain a high quality standard in duplicating and marketing the Lumisys Software. Upon request by Lumisys, Foresight shall, prior to any use, provide Lumisys with samples of all materials that use the Marks, including samples of for Lumisys quality control purposes. If, in Lumisys sole discretion, Foresights use of the Marks does not meet Lumisys then-current trademark usage policy Lumisys may, at its option (i) terminate, in whole or part, Foresights license to use the Marks; or (ii) require Foresight to revise such material and re-submit it under this Subsection 3.6 ("Trademark License") prior to shipment, display, or release.

4. Covenant Not to Sue. Foresight agrees that it shall not make a claim for infringement against Lumisys or Lumisys customers based on any Improvements Foresight may make to the Licensed Products, Lumisys Software or Documentation.

5.1 Contract Assignment. Lumisys hereby assigns to Foresight all of the Contracts listed in Exhibit C ("Contracts") and all rights and obligations therein, including without limitation, any right to receive payments for products licensed and services rendered, to receive goods and services and assert claims and to take other actions with respect to breaches and defaults thereunder and the obligations in Section 5.3 ("Assumed Liabilities"); provided, however, that this tempted assignment of a Contract without the consent of the other party or parties thereto which would constitute a breach of the Contract. Lumisys will use reasonable efforts, and Foresight will cooperate with Lumisys, to obtain any consents required for the assignment of any Contracts to Foresight or to novate the Contract to make Foresight a party directly. If any such consent or novation is not obtained or if an attempted assignment would be ineffective or impair Foresight or Lumisys rights under the a insure that the benefits of the Contract will inure to Foresight and that Foresight performs and discharges all of Lumisys obligations under the Contract as a subcontractor or otherwise (or in the case of Contracts for Third Party Software, remits to Lumisys any license, maintenance, support or other fees payable with respect to the Contract). If any consents are obtained after the Closing Date, the assignment of the applicable Contract will then be effected in accordance with the terms of this Agreement.<

5.2 Additional Grants to Foresight.

5.2.1 Accounts Receivable. As of the Closing Date, all new accounts receivable and accounts payable related to the Licensed Products will be owned and managed by Foresight. Lumisys will own and manage all accounts receivable and accounts payable prior to Closing Date. If there is a delay in the assignment of a certain Contract, the accounts receivable associated with that Contract shall remain with Lumisys until the assignment is complete.

5.2.2 Use of Furniture and Equipment. Within no later than three (3) months following the Closing Date, Foresight agrees to provide Lumisys a list of the furniture, equipment and office supplies it wishes to purchase and the desired price for each item ("Property"). Lumisys shall have the right to accept or reject such offer or any portion thereof in its sole discretion. Until that time, Foresight shall have the right to use the Property to conduct its business related to Products at no cost. The parties will mutually agree in the disposition of any Property, equipment and supplies that Foresight does not purchase.

5.2.3 Rent of Facilities. Foresight agrees to pay to Lumisys the sum of FIVE THOUSAND FOUR HUNDRED SIXTEEN DOLLARS AND SIXTY-SIX CENTS ($5,416.66) as rent (on a month-to-month basis) for each month or portion thereof as a tenant at will at the space known as 220 Mill Road, Chelmsford, Massachusetts 01824 ("Facilities"). Lumisys shall have the right to enter such location at any time upon reasonable notice and may terminate the rights under this Subsection 5.2.3 ("Rent ") upon thirty (30) days written notice to Foresight. Foresight will take all necessary precautions to prevent injury to any persons (including employees of Lumisys) or damage to the Property or the Facilities, and Foresight shall be responsible for any injury to any person or damage to the Property (including Lumisys property) or the Facilities arising out of the use of the Property or the Facilities whether or not such claim is based upon its condition or on the alleged negligence of Lumisys in permi . Foresight agrees to indemnify and hold Lumisys harmless from and against any and all claims, losses, liabilities, damages, expenses and costs (including without limitation, reasonable attorneys fees) arising from the use of the Property or the Facilities.

5.2.4 Inventory. On the Closing Date, Lumisys shall instruct Imagraph to deliver to Foresight, at Foresights expense, all Inventory (defined below) for use, sale or distribution by Foresight. "Inventory" shall mean all piece parts, work-in-progress and finished goods characterized as inventory by Imagraph as of the Closing Date. Foresight may sell or dispose of the Inventory upon prior written consent of Lumisys. Upon use, sale or disposition of the Inventory (or any portion th mitted by Lumisys, Foresight shall pay Lumisys within sixty (60) days, (a) one hundred percent (100%) of the lower of book price or last price paid for the use of such Inventory, or (b) one-half (1/2) of any monies received from sale or disposition of the Inventory. Lumisys has the right to file any UCC lien documents regarding the Inventory at is sole discretion. Lumisys, through Imagraph, shall have the right to request the return of the unusable and unsold Inventory, freight pre-paid, by Imagraph. Upon r ice by Lumisys that certain tooling and fixtures are available for sale, Foresight shall have ten (10) days from receipt of such notice to purchase such items.

5.2.5 Website. For twelve (12) months following the Closing Date, Lumisys agrees to keep the jump page located at imagraph.com publically accessible that Foresight may use to direct users to its new website or some other URL at Foresight s choosing ("Jump Page"). Lumisys owns all right, title and interest to the domain name known as imagraph.com ("Domain Name") and Foresight shall not register in any jurisdiction any adename or domain name related to Domain Name. Foresight shall have control over the Jump Page and Lumisys shall permit Foresight to electronically transmit or upload any content to the Jump Page; provided that Foresight shall not distribute any content on the Jump Page that (a) infringes on the Intellectual Property Rights of any third party or rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully hara obscene, child pornographic or harmful to minors, or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Lumisys shall have the right to terminate the Jump Page or remove any content from the Jump Page that violates any of the provisions this subsection or in any way creates any liability for Lumisys or its th pliers.

5.3 Assumed Liabilities. Foresight hereby assumes the following liabilities (the "Assumed Liabilities").

6. Payment.

8. Term; Termination.

8.2.1 Termination Prior to Payment. If, prior to the payment of all monies due to Lumisys pursuant to Section 6.1 ("Consideration"), Lumisys terminates the Agreement due to any failure by Foresight to pay any monies due Lumisys or for any other reason, and Foresight has not cured such breach within the applicable cure period set forth above, the licenses granted in Sections 3 ("License Grants; and Other Transfers") shall terminate immediately, Foresight shall retur ls delivered by Lumisys pursuant to this Agreement and Foresight shall return all Confidential Information to Lumisys; provided that Foresight shall not be required to purge all archives and backup copies kept in the normal course of business.

8.2.2 Termination Prior to Assignment. Notwithstanding the foregoing, if, after Foresight has paid to Lumisys a cumulative amount of ONE MILLION DOLLARS ($1,000,000) pursuant to Section 6.1 ("Consideration"), but prior to the end of the third twelve (12) month period following the Closing Date, and Foresight has breached any material obligation of the Supply Agreement pursuant to Section 5.3.1 ("Contractual Obligations Regarding Existing Licensees"), the licenses g esight in Sections 3.1 ("Technology License"), 3.2 ("Source Code License"), and 3.3 ("Object Code License") shall become non-exclusive (and remain royalty-bearing at five percent (5%)of Net Revenues for the distribution of all Licensed Products). Lumisys may terminate any unperformed portions of Sections 5.1 ("Assignment of Contracts and Assumption of Liabilities") and Section 5.2 ("Additional Grants to Foresight") of the Agreement and may seek to recover all damage ght necessary to exonerate Lumisys (and Imagraph) from liability under the Supply Agreement or otherwise.

8.2.3 Termination After Assignment. If, after Lumisys has assigned the rights to Foresight pursuant to Section 6.2 ("Assignment"), in the event Foresight has breached any material obligation of the Supply Agreement pursuant to Section 5.3.1 ("Contractual Obligations Regarding Existing Licensees"), Lumisys may terminate the Agreement.

8.3 Survival. Upon termination of the Agreement, all end user licenses will survive in accordance with their terms. Notwithstanding anything to the contrary, the following provisions shall survive termination: Sections 5.3 ("Assumed Liabilities"), 6.2 ("Assignment"), 6.5 ("Payment Terms"), 7.1 ("Ownership"), 8.3 ("Survival"), 9 ("Confidential Information"), 10 ("Disclaimer of Warranties"), 11 ("Infringement Indemnification by Foresight"), 12 ("Limi bility") and 13 ("General"). All other provisions shall terminate unless expressly stated to survive.

9.1 Confidentiality. Foresight will maintain in confidence all Confidential Information disclosed to it by Lumisys. Foresight shall not use, disclose or grant use of such Confidential Information except as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, Foresight will obtain prior agreement from its employees, agents or consultants to whom disclosure is to be made to hold in confidence and not make use of such information for a her than those permitted by this Agreement. Foresight will use at least the same standard of care as it uses to protect its own most confidential information to ensure that such employees, agents or consultants do not disclose or make any unauthorized use of the Confidential Information. Foresight will promptly notify Lumisys upon discovery of any unauthorized use or disclosure of the Confidential Information.

9.2 Exceptions. The obligations of confidentiality contained in Subsection 9.1 ("Confidentiality") will not apply to the extent that it can be established by Foresight evidenced by competent proof that such Confidential Information: (a) was already known to Foresight, other than under an obligation of confidentiality, prior to disclosure by Lumisys; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to Fores became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of Foresight or its agents in breach of this Agreement. Notwithstanding the foregoing, upon the Assignment pursuant to Section 6.2 ("Assignment"), the Lumisys Confidential Information related to the Licensed Products (including the Source Code) shall be deemed Foresight Confidential Information.

9.3 Equitable and Injunctive Relief. Foresight expressly acknowledges and agrees that any breach or threatened breach of this Section 9 ("Confidential Information") will cause immediate and irreparable harm to Lumisys which may not be adequately compensated by damages. Foresight therefore expressly agrees that in the event of such breach or threatened breach and in addition to any and all remedies available at law, Lumisys will have the right to secure equitable and lief in connection with such a breach or threatened breach.

10.1 No Warranty. THE LICENSED PRODUCTS, DOCUMENTATION, THE LUMISYS SOFTWARE, INVENTORY AND CONTRACTS ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, LUMISYS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PRODUCTS, DOCUMENTATION OR LUMISYS SOFTWARE, WILL MEET THE REQUIREMENTS OF ANY END USER, RESELLER OR OF FORESIGHT OR THAT THE OPERATIONS OF THE LICENSED PRODUCTS OR LUMISYS SOFTWARE WILL BE UN R ERROR FREE. WITHOUT LIMITING THE FOREGOING, LUMISYS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

10.2 No Expansion of Warranty. No oral or written information or advice given by Lumisys, its agents or employees shall create a warranty or in any way increase the scope of this warranty. Foresight shall not make, or authorize any other person or entity to make, any representation or warranty whatsoever with regard to the Lumisys Products, including, without limitation, to any end users and resellers.

11. Infringement Indemnification by Foresight. Foresight shall indemnify, defend and hold Lumisys harmless from and against any liabilities, claims, lawsuits, proceedings, losses, damages, costs, expenses damages, settlements or judgments, including without limitation Lumisys reasonable attorneys fees and costs incurred in defending against such a claim, to the extent that it is based on a claim that the manufacture, use or sale of the Licensed Products (including any Improvem es on any Intellectual Property Rights of any third party; provided that Lumisys gives Foresight prompt written notice of any such claim, tenders to Foresight the defense of settlement of any such claim at Foresights sole expense (provided that Foresight shall not settle or compromise any such claim in a manner that does not unconditionally release Lumisys or completely exonerate Lumisys from any and all liability without Lumisys prior written consent) and cooperates with Foresight, at Foresights expens ng and settling such claim. Lumisys shall have the right to appoint its own counsel to represent its interest.

12. Limitation Of Liability. LUMISYS SHALL NOT BE LIABLE TO FORESIGHT FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF LUMISYS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY LIABILITY LUMISYS FOR ANY REASON WHATSOEVER, THE AGGREGATE AMOUNTS PAYABLE BY LUMISYS BY REASON THEREOF SHALL NOT EXCEED THREE HUNDRED THOUSAND DOLLARS ($300,000). Foresight acknowledges that the foregoing limitations are an essential element of the Agreement between the parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.

13.1 Force Majeure. If the performance of this Agreement or any obligation under it (except payment of monies due) is prevented, restricted or interfered with by reason of acts of God, acts of government, strikes or labor disputes, failures of transportation, fire or flood or other casualty, and failures of subcontractors or suppliers arising from like causes, or from any other causes not arising within the control of either party, the party so affected shall be excused from such p he affected party is excused, however, only for so long as and to the extent that such a force prevents, restricts or interferes with the partys performance.

13.2 Notice. Any notice under this Agreement must be written, in English, and sent to the address of such party specified in this Agreement (or to such other address as either party may specify by notice given to the other party). Any notice will be deemed to have been effectively given (i) upon the lapse of ten (10) days following mailing by registered mail, (ii) upon the lapse of three (3) days after dispatch by courier, or (iii) upon receipt by personal delivery, which may be legram, facsimile transmission or telex (return receipt requested or confirmed).

13.3 Headings. The paragraph headings are included as a matter of convenience and shall not be considered a part of this Agreement.

13.4 Governing Law. This Agreement and its terms and conditions are governed exclusively by and construed according to the laws of the State of California and the United States of America, excluding its choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Both parties agree to submit to the non-exclusive jurisdiction and venue of and agree that any cause of action arising under this Agreement shall be brought in a ta Clara County, California.

13.5 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising under this agreement informally according to the following procedure. Upon written request either party identifying a dispute to be resolved, each party will designate a management representative with the responsibility and authority to resolve the dispute. The designated management representatives shall meet within fifteen (15) days after the request is received from the requesting p pt to resolve such dispute, or within a time as mutually agreed by the parties. Nothing in this section 13.5 shall restrict the right of either party to apply to a court of competent jurisdiction for injunctive relief or damages at any time and in no way limit Lumisys rights pursuant to Section 7.3 ("Injunctive Relief"); provided that if a party elects to file a lawsuit, such party shall provide written notice as required in this Section 13.5 to the other party at the same time the lawsuit is filed

13.6 Export Control. Foresight acknowledges that the law and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including Lumisys Software. Foresight agrees that it will not export or re-export Lumisys Software, or any portion of Lumisys Software in any form without the appropriate United States and foreign licenses and shall indemnify and hold Lumisys harmless for any breach of this section. This section e termination of the Agreement.

13.7 Authority. The parties each represent and warrant that there are no existing impediments to their compliance with each and every term and condition of this Agreement and that it has all right, power and authority to enter into this Agreement.

13.8 Assignment. Foresight may not assign, in whole or in part, this Agreement or its rights and obligations under it without the prior written consent of Lumisys. Any attempted assignment by Foresight in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Any Change of Control, as defined below, of Foresight shall be co ssignment for purposes of this provision. A Change of Control means any transaction or series of transactions in which a party merges with another entity or in which more than fifty percent (50%) of the voting stock or other voting securities or interests of a party are acquired by another entity (alone or in combination with its Affiliates), provided that an underwritten public offering of common stock shall not be a Change of Control.

13.9 Bankruptcy. Subject to the terms and conditions of this Agreement, Lumisys and Foresight acknowledge that this Agreement and all rights and licenses granted under or pursuant to this Agreement are, and will otherwise be deemed to be, licenses of rights to "intellectual property" as defined under Section 101 of Title 11, United States Code (the "Bankruptcy Code"). Lumisys acknowledges that if Lumisys as a debtor in possession, or a trustee in bankruptcy in a case unde tcy Code, rejects the licenses granted to Foresight in this Agreement, Foresight may elect to retain its rights under the licenses granted herein as provided in Section 365(n) of the Bankruptcy Code.

13.10 Relationship of Parties. The Parties are independent contractors, not employees, agents, or legal representatives of each other. Lumisys and Foresight shall each be responsible for appointing and compensating their own employees, agents and representatives. Foresight will indemnify Lumisys for any liabilities arising out of any unauthorized actions or omissions of its employees, agents or representatives.

13.11 No Waiver. Failure to enforce any rights under this Agreement, irrespective of the duration of such failure, shall not constitute a waiver of those or any other rights.

13.12 Severability. If a court judges any provision of this Agreement to be void or unenforceable, such a judgment shall in no way affect any other provisions of this Agreement, or the validity or enforceability of this Agreement. Any invalid provision shall be deemed to be replaced by a lawful provision most nearly embodying the original intention of the parties.

13.13 Rights and Remedies Cumulative. All rights and remedies provided herein are cumulative and in addition to all other rights and remedies available at law or equity.

13.14 Counterparts and Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature and facsimile signatures shall be fully binding and effective for all purposes and shall be given the same effect as original signatures. If any party delivers a copy of this ntaining a facsimile signature, such party shall promptly forward an originally executed copy to the other party; however, the failure by any party to so deliver an originally executed copy shall not affect in any way the binding nature of such party s facsimile signature.

13.15 Entire Agreement; Amendments. This Agreement, including the attached Exhibits, constitutes the final, complete and exclusive agreement of the parties with regard to this subject matter and supersedes all prior agreements and understandings, oral or written, relating to the subject matter of this Agreement. Except for those changes or amendments that may be made by Lumisys from time to time pursuant to this Agreement and the attached Exhibits, any changes or additions to t or the Exhibits must be in writing and executed by the parties.

In Witness Whereof, the parties hereto, by their authorized representatives, have affixed their signatures as of the date first set forth above.

By: /s/Dean MacIntosh By: /s/ Mark Mariotti

Name: Dean MacIntosh Name: Mark Mariotti

Title: CFO Title: Partner

HI*DEF

HI*DEF II

HI*DEF OA

HI*DEF IIHS

HI*DEF VME

HI*DEF 3 EISA

HI*DEF PLUS

HI*DEF ACCURA

HI*DEF video splitter

Digital Port Adapter

HIDEF 3 Software Development Kit

HI*DEF Software Development Kit

HI*DEF Image-Pro Driver

HI*DEF Twain Driver

HI*DEF PICTURE TOOL FOR HLIMAGE

IDEA Software Development Kit (Including Auto-Sync)

I-Series Image-Pro Driver

I-25

I-50

I-SERIES PICTURE TOOL FOR HLIMAGE

ITX1210

ITX Daughter Board

ITX Software Development Kit

IVX1210

IVX Daughter Board

IVX Software Development Kit

Imascan Chroma-p

Imascan Precision

Imascan Spectrum

Imascan Prism

Imascan Mono-PLC

Imaging 32 Bit Board

Imascan Software Development Kit

Imascan Image-Pro Driver

Imascan Optimas Driver

Imascan Twain Driver

Imascan Picture Tool Driver for HLIMAGE

IMAFILE Software Library

ICE Clarity

ICE Clarity Software Development Kit

All cables and documentation related to the products above

I-Series

I_25

I-50

IDEA

HI*DEF

HI*DEF Plus for DOS

HI*DEF Plus for Windows

HI*DEF Plus LF

HI*DEF Accura

HI*DEF Video Splitter

HI*DEF Auto-SYNC

Auto-SYNC

Auto-TEMP

Imafile

Imascan

Imascan Spectrum

Imascan Prism

Imascan Precision

Imascan Mono P/LC

Imascan Chroma-P

Imacapt

IMAFILE and ICE Clarity

This IMAGRAPH software (the "Software") is copyrighted by IMAGRAPH Corporation. All rights are reserved. The purchaser is granted a license to use the software only, subject to the following restrictions and limitations.

IMAGRAPH (or Foresight) reserves the right to terminate this license if there is a violation of its term or default by the Original Purchaser. Upon termination, for any reason, all copies of the Software must be immediately returned to IMAGRAPH (or Foresight), and the Original Purchaser shall be liable to IMAGRAPH (or Foresight) for any and all damages suffered as a result of the violation or default.

Foresight warrants to you that, for a period of ninety (90) days normal use from your date of purchase, that:

IMAGRAPHs (and Foresights) entire liability and your exclusive remedy shall be the replacement of any diskette or documentation not meeting these warranties, which is returned to IMAGRAPH or Foresight, together with a copy of your paid receipt. The above is the only warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular use that is made by IMAGRAPH or Foresight on this Licensed Software. In no or to any third party for consequential, special, indirect or incidental damages which you may incur as a result of using the licensed software, including, but not limited to, loss of data, or information of any kind which you may experience.

To be eligible for customer service and support, you must sign and return the enclosed user registration card/license agreement acknowledgement before using the software.

Foresight agrees to assume the accounts payable liability in the amount of Fifty Thousand Dollars ($50,000) and any interest and penalties as payable in full to Interface Electronic Corporation.