Technology License Agreement, Dtd. July 2, 1998

EXHIBIT 10.28
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TECHNOLOGY LICENSE AGREEMENT
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This Agreement is between O'Donnell Eye Center, Incorporated, a Missouri corporation, having a place of business at 709 The Hamptons, Town & Country, Missouri 63017-5901 ("OECI") and BIOLASE Technology, Inc., a Delaware corporation having a place of business at 981 Calle Amanecer, San Clemente, CA 92673 ("BIOLASE"), and shall be effective as of July 2, 1998 ("the Effective Date").


1. GENERAL


1.1. OECI is the owner by assignment of a certain new and useful "Laser
Apparatus and Method for Subsurface Cutaneous Treatment" which is
disclosed and claimed in a pending United States patent application
Serial No. 09/015,993, filed on January 30, 1998, together with the
know-how ancillary thereto ("the KNOW-HOW"), (collectively "the
TECHNOLOGY").


1.2. BIOLASE desires to acquire from OECI the exclusive worldwide rights to
make, use, import, offer for sale, and sell throughout the world
products embodying the TECHNOLOGY ("PRODUCTS") for use solely for laser
treatment in the field of aesthetic "skin rejuvenation" as it now exist
and as it may exist in the future, including but not limited to
wrinkle reduction, reduction of rhytides, increased skin tone,
promotion of new collagen formation, and reduction of striae applicable
to aesthetic skin rejuvenation ("the FIELD OF USE").


1.3. OECI is willing to grant to BIOLASE the exclusive worldwide rights to
make, use, import, offer for sale, and sell PRODUCTS throughout the
world for use solely in the FIELD OF USE, subject to the terms and
conditions stated in this Agreement.


2. GRANT OF LICENSE


2.1. In consideration of the issuance by BIOLASE to OECI of 50,000 shares of
BIOLASE's common stock, $0.001 par value ("the Shares"), OECI hereby
grants to BIOLASE, and BIOLASE accepts, the exclusive right in
perpetuity to make, use, import, offer for sale, and sell PRODUCTS
throughout the LICENSED TERRITORY for use solely in the FIELD OF USE,
under the terms and conditions stated in this Agreement. As used
herein, "LICENSED TERRITORY" means the entire world, encompassing all
its continents and oceans, regardless of whether patent rights exist
and are enforceable at the time of execution of this Agreement, or
shall mature and become enforceable during the term of this Agreement,
in all of the nations in which BIOLASE intends to exercise the rights
granted to it under this Agreement.


2.2. BIOLASE shall have the right to grant sublicenses to third parties for
the manufacture, use, import, export, offer for sale or sale of
PRODUCTS or essential components thereof in the LICENSED TERRITORY for
use solely in the FIELD OF USE according to BIOLASE's best judgment as
to how the licensed products may be made, sold and generally
commercialized most efficiently, provided the sublicensees, if any,
accept and abide by all obligations under this Agreement.


2.3. BIOLASE shall mark all licensed products for sale in the LICENSED
TERRITORY in accordance with the statutes of the United States and/or
the countries where PRODUCTS are sold relating to marking and labeling
of medical devices and to marking patented products. BIOLASE shall also
mark and label PRODUCTS "For use only in laser treatment for the
purpose of wrinkle reduction, reduction of rhytides, increased skin
tone, promotion of new collagen formation, and reduction of striae
applicable to aesthetic skin rejuvenation."


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2.4. BIOLASE may assign its rights and obligations under this Agreement as
part of a transfer of all or substantially all of BIOLASE's entire
business in the PRODUCTS. In all other cases, BIOLASE shall obtain, in
advance, the approval of OECI of an assignment of BIOLASE's rights and
obligations under this Agreement to a third party, which approval shall
not be unreasonably withheld by OECI. BIOLASE shall also obtain the
agreement of an approved assignee to abide by all the terms and
conditions of this Agreement.


2.5. Nothing in this Agreement shall be construed as obligating OECI or any
of its officers, directors or employees to provide consulting services
in connection with the KNOW-HOW to BIOLASE.


3. GRANTS, REPORTS, AND PAYMENTS


3.1. (a) OECI understands that the Shares have been issued to OECI pursuant
to an exemption under the Securities Act of 1933, as amended ("the
Securities Act") and, accordingly, that the Shares are "restricted"
securities as defined in the Securities Act and therefore may not
be sold or otherwise transferred unless registered under the
Securities Act or an exemption from such registration is available.
BIOLASE at its expense will, within forty-five (45) days following
the Effective Date, prepare and file and will thereafter prosecute
diligently to effectiveness a registration statement under the
Securities Act, which registration statement shall provide for the
resale of the Shares. BIOLASE shall also prepare and file such
amendments and supplements to such registration statement and the
prospectus contained therein as may be necessary to maintain the
effectiveness of such registration statement and to make available
a prospectus meeting the requirements of the Securities Act on as
continuous a basis as practicable for two years following the
Effective Date or until such earlier date as counsel for both the
holder of the Shares and BIOLASE concur that all such Shares may be
immediately sold pursuant to Rule 144 issued under the Securities
Act.


(b) OECI and its shareholders shall cooperate fully with BIOLASE in the
preparation of such registration statement and shall respond promptly
and accurately to all reasonable requests from BIOLASE for information
for inclusion in or otherwise related to such registration statement.


(c) In connection with the registration of Shares pursuant to this
Section 3.1, BIOLASE shall indemnify OECI, its affiliates and its
shareholders against all losses, claims, damages, expenses and
liabilities caused by or arising out of any untrue statement or alleged
untrue statement of a material fact contained in any registration
statement or prospectus (as amended or supplemented) relating to such
registration statement, or caused by any omission or alleged omission
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the
circumstances under which they are made, unless such statement or
omission was made in reliance upon and in conformity with information
furnished to BIOLASE by OECI, specifically for use therein. OECI shall
indemnify BIOLASE and its officers, directors, stockholders and other
persons controlling, controlled by or under common control with BIOLASE
with respect to losses, claims, damages, expenses and liabilities
caused by any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus (as
amended or supplemented) relating to such registration statement, or
caused by any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they
are made to the extent such statement or omission was made in reliance
upon and in conformity with information furnished by OECI to BIOLASE
specifically for use in such registration statement or prospectus.


(d) If the indemnification provided for in this Section 3.1 is
unavailable to an indemnified party in


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respect to any losses, claims, damages, liabilities or expenses referred to
herein, then an indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect their relative
fault in connection with the statements or omissions that resulted in such
losses, claims, damages, liabilities or expenses. The relative fault shall
be determined by reference to, among other things, who supplied the
information to which the untrue or alleged untrue statement of a material
facts or the omission or alleged omission to state a material fact relates
and the parties' relative intent, knowledge, access to information and
opportunity to correct such statement or omission.


3.2. (a) OECI has filed in the United States such patent applications for the
TECHNOLOGY ("the U.S. Applications") as OECI deems necessary to protect the
TECHNOLOGY in the United States. OECI shall diligently prosecute the U.S.
Applications, using Gregory J. Lavorgna, Esq. of Seidel, Gonda Lavorgna
and Monaco, P.C., 2 Penn Center Plaza, Suite 1800, Philadelphia, PA 19102
("Counsel"). OECI shall cause such Counsel to timely notify BIOLASE in
writing of all costs and fees, including attorneys fees and costs, required
in connection with the U.S. Applications. BIOLASE shall promptly pay
directly to OECI's Counsel, upon demand, all such costs and fees, including
reasonable attorneys fees and costs, in connection with the U.S.
Applications from the Effective Date of this Agreement.


(b) Within fifty (50) days from the Effective Date of this Agreement,
BIOLASE shall provide OECI with a list of countries outside the United
States in which BIOLASE wishes to seek patent coverage ("the BIOLASE
Foreign Applications List"). OECI shall promptly prepare and file patent
applications in each country on the BIOLASE Foreign Applications List ("the
BIOLASE Foreign Applications"). OECI shall diligently prosecute the
BIOLASE Foreign Applications, using OECI's Counsel. OECI shall cause such
Counsel to timely notify BIOLASE in writing of all costs and fees,
including attorney's fees and costs, required in connection with the
BIOLASE Foreign Applications. BIOLASE shall promptly pay directly to
OECI's Counsel, upon demand, all such costs and fees, including reasonable
attorneys fees and costs, incurred by OECI in connection with the BIOLASE
Foreign Applications from the Effective Date of this Agreement.


(c) Upon receipt of the BIOLASE Foreign Applications List, OECI shall
review the same and shall provide to BIOLASE a list of additional
countries, if any, in which OECI wishes to seek patent coverage ("the OECI
Foreign Applications List"). BIOLASE shall, within twenty (20) working
days of receipt of the OECI Foreign Applications List, indicate its
intention to transfer a country listed on the OECI Foreign Applications
List to the BIOLASE Foreign Applications List. For each country
transferred from the OECI Foreign Applications List to the BIOLASE
Applications List, OECI shall promptly prepare and file patent applications
in each such country and shall diligently prosecute such applications,
using OECI's Counsel, and BIOLASE shall promptly upon demand from OECI
reimburse OECI for all costs and fees, including attorneys fees and costs,
incurred by OECI in connection with such applications from the Effective
Date of this Agreement. OECI shall bear all costs and fees, including
reasonable attorneys fees and costs, in connection with the preparation,
filing, and prosecution of patent applications in all countries listed
solely on the OECI Foreign Applications List.


(d) BIOLASE shall have no rights to make, use, import, offer for sale or
sell PRODUCTS embodying the TECHNOLOGY in the countries listed solely on
the OECI Foreign Applications List and in which OECI shall have filed and
prosecuted patent applications. However, OECI shall not have the right to
make, use, import, offer for sale or sell or license a third party to make,
use, import, offer for sale or sell, PRODUCTS embodying the TECHNOLOGY in
the FIELD of USE and BIOLASE shall have the option to obtain rights t ...