8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                                December 12, 2006

                          MEDISCIENCE TECHNOLOGY CORP.
                                 ---------------
               (Exact Name of Registrant as Specified in Charter)



                                                           

       New Jersey                  0-7405                    22-1937826
       ----------                  ------                    ----------
(State of Incorporation) (Commission File Number ) (IRS Employer Identification No.)



                               1235 Folkstone Way
                          Cherry Hill, New Jersey 08034
                              --------------------
               (Address of principal executive offices) (Zip Code)

                                 (215) 485-0362
                                 --------------
                         (Registrant's telephone number)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

         [_] Written  communications  pursuant to Rule 425 under the  Securities
Act (17 CFR 230.425)

         [_] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

         [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

         [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 8.01. Other Events.

Mediscience Technology Corp.  ("Mediscience")  executed a letter agreement dated
as of December 2, 2006 ("Bridge  Agreement") under which Empire Financial Group,
Inc.  ("Empire") agreed to serve as placement agent on a "best efforts" basis to
raise $2.0 million in bridge financing  through a private  placement.  Under the
terms of the Bridge Agreement  Mediscience  agreed to pay Empire a nonrefundable
retainer of $10,000, a cash placement fee equal to 12% of the aggregate purchase
price paid by each purchaser of Mediscience  shares of common stock and warrants
equal to 10% of the amount of securities issued by Mediscience under this bridge
funding.  The maturity date of the promissory  notes is the earlier of April 15,
2008  or  three  months  after  the  completion  of an IPO of the  imaging  pill
division/CDR division of Mediscience or any other financing of Mediscience of no
less than $5 million and as much as $10  million.  Mediscience  also agreed that
for 24 months  following the consummation of the bridge financing Empire has the
right to act as one of  Mediscience's  financial  advisors  in certain  mergers,
acquisitions,  or restructurings  where Mediscience engages a financial advisor,
to act as manager or placement agent in debt  financings or refinancings  and to
act as  underwriter  or  placement  agent in any public or private  offering  of
equity or debt securities.

Empire  previously  executed  a  letter  agreement  dated  June  13,  2006  with
Mediscience  under which it stated its intention to enter into a firm commitment
underwriting  agreement  to  raise  a  minimum  of  $5,000,000  and as  much  as
$10,000,000  through  the  sale of  shares  of a new  company  to be spun out by
Mediscience to accelerate commercialization of its optical biopsy pill.

The terms of the  Agreements  described  above are only a summary  of the Bridge
Agreement and firm  commitment  IPO terms and are qualified in their entirety by
reference to the Agreements  which are attached hereto as Exhibits 10.1 and 10.2
and incorporated by reference into this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

10.1   Letter Agreement dated as of June 13, 2006 between Mediscience and Empire
       Financial Group, Inc. regarding a firm commitment IPO

10.2   Letter  Agreement  dated as of December 2, 2006 between  Mediscience  and
       Empire Financial Group, Inc. regarding a best efforts bridge financing




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                             MEDISCIENCE TECHNOLOGY CORPORATION


Date: December 18, 2006                      By:   /s/ Peter Katevatis
                                                   ------------------------
                                                   Peter Katevatis
                                                   Chief Executive Officer

EX-10.1

                                                                    EXHIBIT 10.1

            [LOGO]
Member of NASD, MSRB and SIPC
    EMPIRE FINANCIAL GROUP, INC
   14 East 60 Street, 2nd Floor
         NY, NY I0022
         646-329-7007
         973-277-3634

Mr. Peter Katevatis
Chief Executive Officer/ President
Mediscience Technology Corporation
1235 Folkestone Way
Cherry hill, NJ 08034


Re: Proposed Firm Commitment public offering


Dear Mr. Katevatis:

We  are  pleased  to  submit  the  following  proposal  with  respect  to a firm
commitment public offering by Mediscience  Technology  Corporation's  subsidiary
for diagnostic pill called Photonic  Explorer  ("Mediscience"  or "the Company")
for a minimum of $5 million  and a maximum  of  $10,000,000,  the price of which
shall be  determined  by the market  price  prior to the  Effective  Date of the
offering closing. This letter slates certain conditions and assumptions upon the
proposed offering by Empire Financial Group (EFH). It is our intent, immediately
prior to the  Effective  Date,  to enter into a "Firm  Commitment"  Underwriting
Agreement with  MEDISCIENCE.  The Underwriting  Agreement shall provide that the
Underwriter  shall be committed  to take and pay for all of the Shares,  if none
are purchased.  The Underwriting  Agreement and related agreements shall contain
such terms and  conditions  as are  customarily  contained in agreements of such
character and among other things, provide for the following:

      a)    An underwriting  discount of eight percent (8%) of the amount raised
            in the offering.

The sale to EFH and/or its designees,  at the time of the dosing of the offering
specified in the  Underwriting  agreement  (the  "Closing  Date")  warrants (the
"Underwriters Warrants") to purchase that aggregate number of shares as would be
equal to three (3%) of the total  number of shares  sold  pursuant to the public
offering.   Neither  the  Underwriter's  Warrants  nor  any  of  the  securities
underlying   the   Underwriter's   Warrants   (Collectively,    the   Underlying
Underwriter's




                                              2

      b)    Warrants  and  Underlying   Underwriter's   Securities")   shall  be
            redeemable by the Company. The Underwriter's Warrants and Underlying
            Underwriter's  Securities  are  hereinafter  sometimes  collectively
            referred to as the "Underwriter's Securities".

      c)    The Underwriter's Warrants will be exercisable between the first and
            fifth anniversary dates of the Effective Date {the "Warrant Exercise
            Term"). EFH will agree that during the (1) year period following the
            Effective Date, it will not transfer the  Underwriter's  Warrants or
            the  underlying  Underwriter's  Securities,  except to EFH officers,
            partners or members of the selling group. The Underwriter's Warrants
            shall be  exercisable  at a price per unit equal to one  hundred and
            twenty  percent  (120%) of the public  offering  price of the common
            snares and shall be  exercisable  at any time from time to time,  in
            whole or in. part, during the warrant Exercise Term.

            The  Underwriter's  Warrants shall contain such terms and conditions
            as are  satisfactory  in form and  substance to EFH, the Company and
            their   respective    counsel,    including,    without   limitation
            anti-dilution and exercise  provisions.  At any time during the five
            (5) years  commencing  after the Effective Date of the  Registration
            Statement,   EFH  (or  the  then   holders  of  a  majority  of  the
            Underwriter's Warrants of the Underlying  Underwriter's  Securities)
            shall have the right to require  the  Company to prepare  and file a
            Post-Effective  amendment  to the  Registration  Statement  or a new
            Registration Statement, if then required under the Securities Act of
            1933 (the "Act"),  covering all or any portion of the  Underwriter's
            Warrants and/or the Underlying Underwriter's Securities, Mediscience
            Technology  Corporation  shall  bear all  expenses  incurred  in the
            preparation  and  filing  of such  Post-Effective  Amendment  or new
            Registration Statement.

            In  addition,  if at any time during the Warrant  Exercise  Term the
            Company shall prepare and file one or more  Registration  Statements
            under the Act,  with respect to a public  offering of equity or debt
            securities of the Company,  or of any such securities of the Company
            held  by  its  shareholders,   the  Company  will  include  in  such
            Registration  Statement such number of Underwriter's Warrants and/or
            Underlying Underwriter's Securities held by EFH and its designees or
            transferees as may be requested.

            The Company shall bear ail fees and expenses incurred by the Company
            in connection with the  preparation and filing of such  Registration
            Statement, in the event of such a proposed registration, the Company
            shall furnish the then holders of outstanding Underwriter's Warrants
            and Underlying  Underwriter's  Securities  with not less than thirty
            (30) days written  notice  prior to the  proposed  date of filing of
            such  Registration  Statement Such notice shall continue to be given
            during  the  Warrant   Exercise  Term  by   Mediscience   Technology
            Corporation   to  such  holders  until  such  time  as  all  of  the
            Underwriter's Warrants and Underlying  Underwriter's Securities have
            been  registered.  The  holders  of  the  Warrant  Securities  shall
            exercise  the  "piggy-back"  rights  provided  for  herein by giving
            written  notice,  within  twenty  (20)  days of the  receipt  of the
            Company's notice of its intention to file a Registration Statement





                                              3

      d)    The  Company  will  bear ail fees,  disbursements  and  expenses  in
            connection   with  the   proposed   offering,   including,   without
            limitation,   the   Company's   legal   and   accounting   fees  and
            disbursements,  the costs of preparing,  printing and delivering the
            Registration  Statement,  Prospectus and amendments,  post-effective
            amendments and supplements thereto,  the Underwriting  Agreement and
            documents and "Blue Sky"  memoranda  (all in such  quantities as EFH
            may require},  preparing and printing stock certificates and warrant
            certificates,   filing  fees,   costs  and   expenses   incurred  in
            registering  the offering  with National  Association  of Securities
            Dealers,  Inc.  (The  "NASD"),   filing  fees,  costs  and  expenses
            (including fees and  disbursements of counsel) incurred m qualifying
            the  offering  under the "Blue Sky* laws of the states  specified by
            EFH transfer taxes, transfer agent and registrar fees, out-of-pocket
            costs,   exclusive  of  salaries  and  overhead,   of  holding  "due
            diligence"   meetings   and  the  costs  of  placing  a   tombstone*
            advertisement in The Wall Street Journal,

      e)    in  order to  reimburse  EFH for  those  costs,  less  all  expenses
            customarily   incurred  by  an   underwriter   during  the  process,
            Mediscience    Technology   Corporation   shall   pay   to   EFH   a
            non-accountable expense allowance in the amount of the three percent
            (3%)  of  the  gross   proceeds  of  the  offering   (including  the
            over-allotment  option),  which shall include fees and disbursements
            of EFH's  counsel,  which shall  include fees and  disbursements  of
            EFH's counsel, of which Twenty-five Thousand Dollars ($25,000) shall
            be paid by the Company upon the filing of the Registration Statement
            with the Securities and Exchange Commission. The Company wilt retain
            EFH as a financial consultant, for a period of twenty-four months to
            commence on the  Closing  Date,  at a monthly  fee of five  thousand
            Dollars ($5,000.00),  all of which is payable on the closing of this
            offering.  In addition,  the consulting agreement shall provide that
            the  Company  will pay EFH a "Lehman  formula"  finder's  fee in the
            event that EFH originates a merger, acquisition, to joint venture or
            other transaction to which EFH is a party. If Mediscience originates
            such, then EFH shall act as Mediscience exclusive  representative on
            a negotiated fee basis.

      f)    The Company shall pay for all "Blue Sky" filing fees as requested by
            EFH  and  costs  and   expenses  of  "Blue  Sky*   registration   or
            qualification  (including  fees and  disbursements  of  EFH's  legal
            counsel). The Company shall also pay as due, the state registration,
            qualification  and filing fees, NASD filing fees and accountable out
            of  pocket  disbursements  in  connection  with  such  registration,
            qualification or filing.

      g)    For the purpose of covering over-allotments, if any, which may occur
            during the  distribution  and sale of the shares,  the Company  will
            grant EFH an option to purchase all or part of an additional  number
            of  shares  and or  warrants  as will be equal to not more  than ten
            percent (10%),  of the total number of shares  initially  offered to
            the  public,  for the period of sixty  (60) days from the  effective
            Date.  Such  over-allotment  period,  and any shares and or warrants
            purchased  by EFH  pursuant  to such  option  shall be resold to the
            public on the same  terms as the  initially  offered  shares  and or
            warrants.

      h)    Mediscience  Technology  Corporation agrees not to permit or cause a
            public  sale or public  offering  of any of its  securities  (in any
            manner,  including  pursuant  to  Rule  144  under  the  Act)  owned
            nominally or beneficially by the Company's  officers,  directors and
            shareholders owning five percent (5%) or more of the




                                              4


            Outstanding  shares  of Common  Stock  for a period  of twelve  (12)
            months  following  the  Effective  Date without  obtaining the prior
            written  approval  of EFH.  EFH has agreed to exempt a total of five
            hundred  thousand  (500,000) shares to be designated by the Company,
            which will have only a twelve (12) month similar sale restriction.

            Mediscience  Technology  Corporation  shall  cause  such  persons to
            execute  an  agreement  with  EFH,  in  conformance   with  ail  SEC
            regulations  eliminating "acting in concert" issues,  regarding such
            restrictions,  in form and substance,  satisfactory  to the Company,
            EFH and  their  respective  counsels.  Ho  employee  of  Mediscience
            Technology  Corporation,  will receive an annual salary In excess of
            two hundred and fifty thousand dollars ($250,000.00) for a period of
            twenty four (24) months from the Effective Date.


      i)    The Company  shall  continue to retain as Its  accountants a firm of
            independent   certified  public  accountants-   Morison  Cogen  LLC-
            acceptable  to EFH for  twenty-four  (24) months from the closing of
            the offering. Such accounting firm shall have responsibility for the
            preparation of the financial  statements and financial exhibits,  if
            any, to be included in the Registration Statement, and shall prepare
            all certified  financial  statements and schedules to be included in
            the  Registration  Statement The Company shall  initially  retain as
            lawyers Peter  Hirschfield  Esq. 1035 PARK Ave.NY.NY  ($46) 827 8362
            acceptable to EFH, which is expert in securities law matters, and in
            the  regulatory  aspects  of  Mediscience   Technology   Corporation
            proposed business for a period of twelve (12) months.

      j)    The Company  shall have the Shares  approved  for  quotation  on the
            AMEX, the NASDAQ  National  Market  System,  or the NASDAQ Small Cap
            Market and/or the Boston Stock Exchange,  effective on the Effective
            Date. By the Effective  Date, the Company shall have  registered its
            Common Stock with the Securities and Exchange  Commission  under the
            provisions of the  Securities  Exchange Act of 1934 and will use its
            best efforts to maintain such registration in effect for a period of
            at least five years from the Effective Date. The Company agrees that
            it will,  prior to the  Effective  Date,  register  with,  and for a
            period of five (5) years from the Effective  Date remain covered by,
            the corporate Record Savings and Annual Report  Information  Service
            published by Standard & Poor's Corporation.

      k)    If the sale of the shares is completed:

            i.    The Company  shall retain an  investor/public  relations  firm
                  reasonably  acceptable to EFH for a period of twenty-four (24)
                  months from the Effective Date.

            ii.   The Company  will  accept an advisor of EFH,  as a  non-voting
                  advisor  to,  its Board of  Directors,  such  designee,  shall
                  attend  meetings  of the Board and receive  reimbursement  for
                  reasonable  costs  incurred in attending such meetings as well
                  as any compensation received by other "outside8 Directors.  To
                  the extent  permitted by law,  Company will agree to indemnify
                  EFH and its  designee  for the  actions of such  designee as a
                  director  of the  Company.  In the event  Company  maintains a
                  liability  insurance policy affording coverage for the acts of
                  its officers and





                                        5

            Directors,  it will agree,  if possible,  to include each of EFH and
            its designee as an insured under such policy.

            iii.  To  the  extent  permitted  by  law,  Mediscience   Technology
                  Corporation  will agree to indemnify  EFH and its designee for
                  the actions of such designee as a director of the Company.  In
                  the  event  Mediscience  Technology  Corporation  maintains  a
                  liability  insurance policy affording coverage for the acts of
                  its officers and  directors,  it will agree,  if possible,  to
                  include each of EFH and its designee as an insured  under such
                  policy.

            iv.   The Company shall continue to retain Registrar and Transfer Co
                  Attn: Henry Farrell MTC account manager (800) 8661340 ext 1297
                  a transfer agent  reasonably  acceptable to EFH for the Common
                  Stock  for  a  period  of  twelve  (12)  years  following  the
                  Effective  Date, at the request of EFH the Company shall cause
                  such transfer  agent to provide EFH on a quarterly  basis with
                  copies of the Company's stock transfer sheets. v. For a period
                  of not less than twenty (24) months from the  Effective  Date,
                  the Company will  provide to EFH on a timely  basis  quarterly
                  statements  setting  forth  such  information   regarding  the
                  Company's operations and financial position (including balance
                  sheet,   profit  and  loss   statements   and  data  regarding
                  outstanding  purchase  orders)  as is  regularly  prepared  by
                  management of Mediscience Technology Corporation.

               vi.    Mediscience   Technology  Corporation  shall  not  file  a
                      Registration  Statement except Form S-8 (or any similar or
                      successor  form)  for  a  period  of  one  year  from  the
                      Effective  Date,  with the exception of ESOP,  without EFH
                      consent.  The Company shall not,  without  EFH*s  consent,
                      sell any securities under Regulation S.

The Company represents and warrants to EFH that (I) it is not obligated to pay a
finder's fee or consulting fee to anyone in connection with the  introduction of
Mediscience  Technology Corporation to EFH: (ii) during the prior twelve months,
it has not paid any moneys or other compensation or issued any securities to any
member of the NASD, or to any affiliate or associate of such a member, or to any
person in  consideration  for such  person  raising  funds for the  Company,  or
providing  consulting  services to the Company,  regarding  this initial  Public
Offering,  except  for  payment  to EFH  hereunder,  and (ii) no  holder  of the
Company's  securities  has (A) any right to  "piggyback"  its  securities on the
Registration Statement or (B) any right to demand registration of its securities
(which  will not be modified  so that it cannot be  exercised  until at least 18
months after the Effective Date).

EFH  reserves  the  right  in its sole  discretion,  to  reduce  any item of its
compensation  or adjust  the  terms  thereof  (including  the  number,  type and
exercise price of the  Underwriter's  Warrants) as specified herein in the event
that a determination should be made by the NASD and/or the securities department
of any jurisdiction in which the offering is "Blue Skied" to the effect that its
aggregate  compensation  is  excessive  or that the terms  thereof  require such
adjustment. Any such reduction or adjustment shall not affect any other terms or
provisions of the Letter of Intent



                                        7

if the  foregoing  correctly  sets forth our  understanding  with respect to the
proposed  offering  on behalf of the  Company,  will you  please so  confirm  by
signing and returning one copy of this letter,  together with a check payable to
EFH,  in the  amount  of  Fifteen  Thousand  Dollars  ($15,000.00),  before  due
diligence  can begin  whereupon we will  instruct our counsel to cooperate  with
counsel  for the  Company in the  preparation  of the  appropriate  Registration
Statement under the Act, the Underwriting  Agreement and related documents so as
to expedite the successful consummation of the public offering.





Very Truly Yours,



 EMPIRE FINANCIAL GROUP, INC.


 By:._______________________________________
 Don Wojnowski, CEO

 Accepted and confirmed:



 Mediscience TECHNOLOGY CORPORATION



 By: /s/ Peter Katevatis CEO 6/10/06
 Mr. Peter Katevatis CEO

EX-10.2

                                                                    EXHIBIT 10.2

            [LOGO]
Member of NASD, MSRB and SIPC
    EMPIRE FINANCIAL GROUP, INC
   14 East 60 Street, 2nd Floor
         NY, NY I0022
         646-329-7007
         973-277-3634

                                                                December 2, 2006

Mr. Peter Katevatis
Chief Executive Officer/ President
Mediscience Technology Corporation
1235 Folkestone Way
Cherry hill, NJ 08034


Dear Mr. Peter Katevatis:


      This  letter  (the   "Agreement")   constitutes   the  agreement   between
Mediscience  Technology  Corporation (the "Company") and Empire Financial Group,
Inc.  ("Empire") that Empire shall serve as the placement agent for the Company,
on a "best  efforts"  basis,  in connection  with the proposed offer and private
placement  (the  "Offering") by the Company of $2.0 million and is predicated on
successful completion of the doe diligence investigation by Empire.


      A. Fees and Expenses. In connection with the Services described above, the
Company shall pay to Empire the following:

      1. Placement  Agent's Fee. As compensation  for its services in connection
with the Private  Placement,  the Company  agrees to pay Empire a  nonrefundable
retainer fee of $10,000 ("Ten Thousand  Dollars") in cash upon execution of this
letter agreement.  The Company shall pay to Empire a cash placement fee equal to
twelve percent (12.0%) of the aggregate purchase price paid by each purchaser of
Securities that were placed in the Offering (the "Placement  Agent's Fee").  The
Placement Agent's Fee wilt be deducted from the gross proceeds of the Securities
sold at the Closing,  The amount of the retainer tee  previously  paid to Empire
will be credited  on a dollar for dollar  basis  toward the cash  portion of the
placement fee.

      2,  Expenses.  In addition  to any fees  payable to Empire  hereunder  and
regardless of whether an Offering is  consummated,  the Company hereby agrees to
reimburse Empire, within ten (10) days after






Written  request  therefore,  all  reasonable  travel  and  other  out-of-pocket
expenses  incurred  in  connection  with  Empire's  engagement,   including  the
reasonable  fees and  expenses of Empire's  counsel but which shall he capped at
$5,000. The Company shall also be responsible for ordering up to ten (10) Lucite
deal  tombstones  and shall  release a press  release at the  conclusion  of the
transaction that shall be reviewed and approved by Empire.

      3. Warrants: In addition to the Placement Agent's Fee, upon the closing of
the sale of securities in connection with the Offering,  the Company shall issue
to the  Placement  Agent  warrants  to  purchase  shares of common  stock of the
Company  (the  "Warrants")  in an amount  ten  percent  (100%) of the  amount of
Securities issued or issuable by the Company in the Offering. The Warrants shall
be  exercisable at 120% of the Offering Price or at the market price on the date
of signing this  agreement,  whichever is lower.  The Warrants shall expire five
years  from the  date of  issuance.  The  Warrants  shall  be in the same  form,
including,  without  limitation,  the same registration rights and anti-dilution
provisions,  as the  securities  sold in the  Offering;  provided  however,  the
Warrants shall include a "net issuance" exercise feature.

      B. No-Shop.  Until the Offering  contemplated hereby is completed,  but no
later than 180 days from the date hereof  (the  "No-Shop  Period"),  the Company
agrees that it will not negotiate  with any other person  relating to a possible
public or private offering or placement of the Company's securities.

      C. Term and Termination of Engagement.  Except as set form below, the term
(the Term") of Empire's  engagement will begin on die date hereof and end on the
earlier of the  consummation  of due Offering or 20 days after receipt by cither
Party hereto of written notice of termination;  provided that no such notice may
be given by the  Company  during the No Shop  Period.  Notwithstanding  any such
expiration  or  termination,  Paragraphs D through N shall survive and remain in
full force and effect and be binding on the parties  hereto,  in accordance with
their terms.

      D. Fie  Tail.  Empire  shall  be  entitled  to a  Placement  Agent's  Fee,
calculated in the manner provided in Paragraph A, with respect to any securities
purchased in any subsequent offering  ("Subsequent  Offering") by investors whom
Empire bad introduced to the Company during the Term if such Subsequent Offering
is  consummated  at any  time  within  (i) the  24-month  period  following  the
consummation  of  this  Offering  and  (ii),  if no  Offering  shall  have  been
consummated  during the Term,  the six month period  following the expiration or
termination of this Agreement.

      E. Future  Transactions,  If, at any time  during the Tern,  or within the
24-month  period  following  consummation  of the Offering  during the Term, the
Company or any of its subsidiaries (i) disposes of or acquires business units or
acquires any of its outstanding securities or makes any exchange or tender offer
or enters into a merger,  consolidation  or other  business  combination  or any
recapitalization,  reorganization,  restructuring or other similar  transaction,
including,  without limitation,  an extraordinary  dividend or distribution or a
spin-off or split-off (each, a "Transaction"), and the Company decides to retain
a financial advisor for such Transaction,  Empire shall have the right to act as
one of the  Company's  financial  advisors  for any  such  Transaction;  or (ii)
decides to  finance  or  refinance  any  indebtedness  using a manager or agent,
Empire (or any affiliate  designated by Empire) shall have the right to act as a
manager,  placement  agent or lead  agent  with  respect  to such  financing  or
refinancing- or (iii) determines to raise funds by means of a public offering or
a Offering of equity or debt securities using an underwriter or placement agent,
Empire  shall  have the right to act as an  underwriter,  initial  purchaser  or
placement agent for such financing.  In each case where Empire so serves, Empire
shall be  entitled  to at least one third of the total  fees paid in  connection
with the foregoing  transactions.  If Empire or its affiliates decides to accent
any such engagement, the agreement governing such engagement will

                                       2




Contain,  among other things,  provisions for customary fees for Transactions of
similar  size  <


partner of the Company or any other person not a party hereto as against  Empire
or any of its affiliates, or any of its or their respective officers, directors,
controlling  persons  (within the meaning of Section 15 of the Act or Section 20
of the Securities Exchange Act of 1934),  employees or agents.  Unless otherwise
expressly  agreed in  writing  by  Empire,  no one  other  than the  Company  is
authorized  to rely upon this  Agreement or any other  statements  or conduct of
Empire,  and no one other than the Company is intended  to be a  beneficiary  of
this Agreement.  The Company  acknowledges  that any  recommendation  or advice,
written or oral,  given by Empire to the  Company  in  connection  with  Empires
engagement  is  intended  solely  for  the  benefit  and  use of  the  Company's
management  and  directors  in  considering  a possible  Offering,  and any such
recommendation or advice is not on behalf of, and shall not confer any rights or
remedies upon, any other person or be used or relied upon for any other purpose.
Empire  shall  not have the  authority  to make any  commitment  binding  on the
Company. The Company, in its sole discretion, shall have the right to reject any
investor introduced to it by Empire.

      K. Limitation of Empire's Liability to the Company, Empire and the Company
further agree that neither  Empire nor any of its affiliates or any of its their
respective  officers,  directors,  controlling  persons  (within  the meaning of
Section 15 of the Act or Section 20 of the Exchange  Act of !934),  employees or
agent*  shall  have any  liability  to the  Company,  its  security  holders  or
creditors,  or any person  asserting  claims on behalf of or in the right of the
Company (whether direct or indirect, in contract, tort, for an act of negligence
or otherwise) for any lasses,  fees, damages,  liabilities,  costs,  expenses or
equitable  relief  arising out of or relating to this  Agreement or the Services
rendered  hereunder,  except for losses,  fees, damages,  liabilities,  costs or
expenses  that  arise out of or are based on any  action of or failure to act by
Empire and that are finally determined (by a court of competent jurisdiction and
after  exhausting all appeals) to have resulted solely from die gross negligence
or willful  misconduct  of Empire.  With  respect  to  alleged  breaches  id the
Confidentiality provisions herein by Empire, the Company shall have the right to
pursue equitable relief in addition to any other remedy in equity or law.

      L.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York.  Any  disputes  which  arise
under this  Agreement,  even after the  termination of this  Agreement,  will be
heard only in the state or federal courts located in the City of New York, State
of New York.  The parties  hereto  expressly  agree to submit  themselves to the
jurisdiction of the foregoing courts in the City of New York, State of New York.
The  parties  hereto  expressly  waive any rights  they may have to contest  the
jurisdiction,  venue or authority of any court  sitting in die City and State of
New York.  In the event of the  bringing  of any  action,  or by a parry  hereto
against the other party  hereto,  arising out of or relating to this  Agreement,
the party in whose favor the final  judgment or award shall be entered  shall be
entitled  to have and  recover  from the other  party  die  costs  and  expenses
incurred in connection therewith, including its reasonable attorneys' fees.

      M. Notices. All notices hereunder will be in writing and sent by certified
mail, hand delivery, overnight delivery or tealeaf, if sent to Empire, to Empire
Financial Group.  Inc., 2170 West State Road 434 Suite #100 Longwood,  FL 32?7<<
Attention  Messrs,  Don Wojnowski,  jr., with a copy to Morse,  Zelnick.  Rose &
Under, LLP, 405 Park Avenue, New York, NY 10022, Attention:  Stephen A. Zelnick,
Esq. and if sent to the  Company,  will be mailed,  delivered  or telefaxed  and
confirmed to Mr. Peter  Kalevatis,1235  Folkestone  Way,  Cherry Hill, NJ 08034.
Notices sent by certified  mail shall be deemed  received five days  thereafter,
notices seat by hand delivery or overnight  delivery shall be deemed received on
the date of the relevant  written  record of receipt,  and notices  delivered by
telefax shall be deemed  received as of the date and time printed thereon by the
telefax machine.

      N.  Miscellaneous.  This Agreement shall not be modified or amended except
in writing

                                       4



Signed by Empire and the Company.  This Agreement shall not be assigned  without
the prior written consent of Empire and the Company; provided,  however, that in
the event of a Offering in which the Company is not the surviving corporation or
entity, the Company's remaining obligations (except with respect to the Fee Tail
and Future  Offerings),  if any, under this Agreement shall remain in full force
and effect and become obligations of the surviving  corporation or entity.  This
Agreement  constitutes  the  entire  agreement  of Empire and the  Company  with
respect to the subject matter hereof and supersedes any prior agreements. If any
provision of this Agreement is determined to be invalid or  unenforceable in any
respect, such determination will not affect such provision in any other respect,
and the remainder of the Agreement  shall remain in full force and effect.  This
Agreement may be executed in counterparts  (including  facsimile  counterparts),
each of which  shall be  deemed  an  original  but ail of which  together  shall
constitute one and the same instrument.

      In   acknowledgment   that  the   foregoing   correctly   sets  forth  the
understanding  reached  by  Empire  and the  Company,  please  sign in the space
provided below, whereupon this letter shall constitute a binding Agreement as of
the date indicated above.


                                        Very truly yours,
                                        EMPIRE FINANCIAL GROUP, INC.


                                        By: /s/ Don Wojnowski
                                        Don Wojnowski
                                        Chief Executive
                                        Officer




Confirmed and accepted as of the date first above written



Mediscience Technology
Corporation Peter Katevatis

By: /s/ Peter Katevatis

President and Chief Executive Officer




                                       5


                                     Annex A




December 2.2006

Empire Financial
Group, Inc. 14 East
60th Street, 2nd
Flow-NY, NY 10022


Gentlemen:

      In  connection  with  our  engagement  of  Empire  Financial  Group,  Inc.
("Empire")  as our  placement  agent,  we  hereby  agree to  indemnify  and hold
harmless  Empire and its  affiliates,  and the respective  controlling  persons,
directors, officers, shareholders,  agents and employees of any of the foregoing
(collectively the "Indemnified  Persons"),  from and against any and all claims,
actions,  suits,   proceedings  (including  those  of  shareholders),   damages,
liabilities and expenses  incurred by any of them (including the reasonable fees
and expenses of counsel),  (collectively a "Claim"), which are (A) related to or
arise out of (i) any actions taken or omitted to be taken  (including any untrue
statements  made or any statements  omitted to be made) by the Company,  or (ii)
any actions taken or omitted to be taken by any Indemnified Person in connection
with our  engagement  of  Empire,  or (B)  otherwise  relate  to or arise out of
Empire's  activities  on our  behalf  under  Empire's  engagement,  and we shall
reimburse any Indemnified Person for all out-of*pocket  expenses  (including the
reasonable fees and expenses of counsel) incurred by such Indemnified  Person in
connection  with  investigating,  preparing or defending any such Claim to which
the indemnified Person is, or is threatened to be made, a party. Notwithstanding
anything to the  contrary set forth above,  we will not be  responsible  for any
Claim,  or  for  any  reimbursement  of any  Indemnified  Person's  expenses  in
connection  with such  Claim,  witch is finally  judicially  determined  to have
resulted from the gross  negligence or willful  misconduct of any person seeking
indemnification  for such Claim.  We further  agree that no  Indemnified  Person
shall have any  liability  to us fur or in  connection  with our  engagement  of
Empire  except  for any Claim  incurred  by us as a result  of such  Indemnified
Person's gross negligence or willful misconduct.


      We further agree that we will not,  without the prior  written  consent of
Empire,  settle,  compromise  or  consent  to the entry of any  judgment  in any
pending or threatened  Claim in respect of which  indemnification  may be sought
hereunder (whether or not any Indemnified Person is an actual or potential party
to such  Claim),  unless  such  settlement,  compromise  or consent  includes an
unconditional, irrevocable release of each indemnified Person hereunder from any
and all liability arising out of such Claim.


      Promptly upon receipt by an Indemnified  Person of notice of any complaint
or  the   assertion  or   institution   of  any  Claim  with  respect  to  which
indemnification is being sought hereunder,  such Indemnified Person shall notify
us in writing of such complaint or of such assertion or institution  but failure
to so notify us shall not relieve us from any obligation we may have  hereunder,
except and only to the extent such failure  results in die  forfeiture  by us of
substantial  rights  and  defenses.  If we so  elect  or are  requested  by such
Indemnified  Person,  we will assume the defense of such  Claim,  including  the
employment of counsel reasonably satisfactory to such indemnified Person and the
payment of the fees and expenses of such counsel.  In the event,  however,  that
legal counsel to such Indemnified Person

                                       6



reasonably  determines and provides  written  correspondence  to as, that having
common  counsel would present such counsel with a conflict of interest or if the
defendant in, or target of, any such Claim,  includes an Indemnified  Person and
us, and legal counsel to such Indemnified Parson reasonably concludes that there
may be legal defenses  available to such indemnified Person different from or in
addition to those available to us, then such  Indemnified  Person may employ its
own separate counsel to represent or defend H in any such Claim and we shall pay
the  reasonable  fees and  expenses of such  counsel.  Notwithstanding  anything
herein to the contrary,  if we Sis! inner/ or diligently to defend,  contest, or
otherwise  protect against any Claim, the relevant  Indemnified Party shall have
the right,  but not the  obligation,  to defend,  contest,  compromise,  settle,
assert cross claims, or counterclaims or otherwise protect against the same, and
shall be fully indemnified by us therefor,  in accordance with the terms of this
Agreement, including without limitation, for the reasonable fees and expenses of
its counsel and all amounts paid as a result of such Claim or the  compromise or
settlement  thereof.  In addition,  with respect to any Claim in which we assume
the defense,  the indemnified Person shall have the right to participate in such
Claim and to retain its own counsel therefor at its own expense.


      Empire  agrees that it will  indemnify  and hold  harmless the Company and
each  of  its  directors  and  officers,  employees,  agents,  stockholders  and
affiliates  against any Loss whosoever  (including,  but not limited to, any and
all legal fees and other  expenses)  to which the  Company or any such person or
entity  may be  subject  solely as a result of  statements  made in the  Private
Placement  Memorandum  based solely upon  information  supplied by Empire to the
Company in writing or based upon the gross  negligence or willful  misconduct of
Empire or any of its  employees or agents in acting as  Placement  Agent for the
offering and sale hereunder.


      We agree mat if any indemnity sought by an Indemnified Person hereunder is
held by a court to be unavailable  for any reason then {whether or not Empire is
the Indemnified  Person),  we and Empire shall contribute to the Claim for which
such  indemnity is held  unavailable  in such  proportion as is  appropriate  to
reflect the relative  benefits to us, on the one hand,  and Empire on the other,
in  connection  with  Empire's  engagement  referred  to above,  subject  to the
limitation  that in no event shall the amount of Empire's  contribution  to such
Claim exceed the amount of fees actually  received by Empire from us pursuant to
Empire's  engagement.  We hereby agree that the relative  benefits to us. on the
one hand, and Empire on the other, with respect to Empire's  engagement shall be
deemed to be in the same  proportion  as (a) the total value paid or proposed to
be paid or received by us or our  stockholders  as the case may be,  pursuant 10
the Offering  (whether or not  consummated)  for which you arc engaged to render
services  bears  to (b)  the fee  paid or  proposed  to be  paid  to  Empire  in
connection with such engagement.

      Our indemnity,  re-imbursement  and  contribution  obligations  under this
Agreement  shall be in  addition  to,  and  shall in no way  limit or  otherwise
adversely  affect any rights  that any  Indemnified  Party may have at law or at
equity.


      The validity and  interpretation of the agreement shall be governed by and
construed  and  enforced  in  accordance  with the laws of the State of New York
applicable to agreements made and to be fully performed  therein  (excluding the
conflicts  of laws  rules).  Each of Empire and the Company  hereby  irrevocably
submits to the jurisdiction of any court of the State of New York, County of New
York or fee United States  District Court for the Southern  District of New York
for the  purpose of any suit,  action or other  proceeding  arising  out of this
agreement or the Offerings  contemplated  hereby, which is brought by or against
Empire or the  Company  and in  connection  therewith,  each of  Empire  and the
Company  (i) hereby  irrevocably  agrees  flat all claims in respect of any such
salt, action or proceeding may be heard





and  determined in any such court,  (ii) to the extent that it has acquired,  or
hereafter may acquire,  any immunity from jurisdiction of any such court or from
any legal process therein,  it hereby waives, to the fullest extent permitted by
law,  such  immunity  and (iii)  agrees  not to  commence  any  action,  suit or
proceeding  relating to this  agreement  other than ia any such  court.  Each of
Empire  and the  Company  hereby  waives  and  agrees  not to assert in any such
action,  suit or proceeding,  to the fullest extent permitted by applicable law,
any claim that (a) it is not personally  subject to the jurisdiction of any such
court,  (b) it is immune  from any legal  process  (whether  through  service or
notice, attachment prior to judgment, attachment in aid of execution,  execution
or otherwise) with respect to its property of (c) any suit, action or proceeding
is brought in an inconvenient forum.

      The  provisions  ot this  Agreement  shall remain in full force and effect
following the completion or termination of Empire's engagement.



                                              Very truly yours,
                                              Mediscience Technology Corporation



                                              By: /s/Peter Katevatis
                                                  ---------------------------
                                              Chief Executive Officer


Confirmed and agreed to:
EMPIRE FINANCIAL GROUP, INC.


By: /s/ Don Wojnowski
Don Wojnowski
Chief Executive
Officer


Date: