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Technology Strategic Alliance

EXHIBIT 10.26



TECHNOLOGY STRATEGIC ALLIANCE: MEMORANDUM OF UNDERSTANDING





1. This Memorandum defines the intent of Kaiser Electro-Optics (KEO) and Vista

Medical Technologies (VMT) to co-operate in advancing the technology and

application of medical head mounted displays (MHMD).



2. KEO and VMT will co-operate in joint development programs as appropriate,

both for the existing MHMD and future iterations. Such co-operation will

be determined by managements on a project by project basis. Development

programs undertaken by KEO will be paid for according to a fee structure

mutually agreed in advance of the program commencing.



3. KEO will grant VMT * * * of

independently developed new technology or devices, exercisable provided

that VMT contracts with KEO for a mutually agreed proportion of the

development work and ...

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