Exhibit EX-4.95

Each of the following events constitutes a “Default” hereunder:

The occurrence of any Event of Default; and

BEFORE MTRE LAURENT BENHAIM, the undersigned Notary for the Province of Quebec, practicing in the City and District of Montreal.

ART ADVANCED RESEARCH TECHNOLOGIES INC./ART RECHERCHES ET TECHNOLOGIES AVANCÉES INC., a legal person and corporation duly incorporated under the Canada Business Corporations Act, having its head office and a place of business at 2300 Alfred-Nobel Boulevard, Saint-Laurent, Quebec H4S 2A4, herein acting and represented by Jacques Bédard, its Chief Financial Officer and by Sébastien Gignac, its Corporate Secretary duly authorized in virtue of a Resolution of the Board of Directors enacted on July 22, 2005, a certified extract of which resolution remains annexed as Annex “A” hereto after having been acknowledged as true and signed for identification by the said signing officers with and in the presence of the undersigned notary.

PORTSIDE GROWTH AND OPPORTUNITY FUND, a legal person duly constituted under the laws of the Cayman Islands in its capacity as Fondé de Pouvoir of the Noteholders and of any present or future holders of the Notes, having a place of business at 666, Third Avenue, 26^th Floor, New York, New York, 10017, herein acting and represented by Michael Gaon, its attorney, mandatary and representative, duly authorized for the purposes hereof pursuant to a “Power of Attorney” executed at New York, New York, on July 25, 2005 by Jeffrey C. Smith, its duly authorized representative, which “Power of Attorney” remains annexed hereto as Annex “B” hereto after having been signed for identification by said representative with and in the presence of the undersigned Notary.

WHEREAS the Grantor is authorized by law to issue and sell, pledge or hypothecate bonds or other titles of indebtedness and/or give them as security;

WHEREAS Article 2692 of the Civil Code of Quebec permits a legal person to grant a hypothec securing payment of titles of indebtedness in favour of the person authorized to do so on behalf of the creditors of such indebtedness;

WHEREAS the Trustee has been appointed as Fondé de Pouvoir of the Noteholders pursuant to the terms, conditions and provisions of the Securities Purchase Agreement and, to the extent necessary or useful, the Trustee is hereby appointed the Fondé de Pouvoir of the Noteholders in order to hold the hypothecs created hereby as security for the Obligations;

WHEREFORE, THE PARTIES HAVE AGREED WITH EACH OTHER AND HAVE DECLARED UNTO THE UNDERSIGNED NOTARY AS FOLLOWS:

2.1 Unless otherwise defined herein or unless there is something in the subject or the context hereof inconsistent therewith, each capitalized term used in this Deed has the meaning ascribed thereto in the Securities Purchase Agreement.

2.2 Unless the context otherwise requires, the following expressions will have the respective meanings hereinafter set forth:

2.2.1 “Administrator” has the meaning ascribed to it in Section 8.2(a) hereof;

2.2.2 “Adverse Encumbrance” means any lien, hypothec, encumbrance, charge, right or prior claim (other than the Permitted Liens) whether ranking prior to, equal with or after the security hereby created in favour of the Trustee, or any seizure or attachment, which affects the whole or any portion of the Charged Property;

2.2.3 “Charged Property” has the meaning ascribed to it in Section 3.1 hereof;

2.2.6 “Existing Subsidiaries” means the two subsidiaries of the Grantor set forth on Schedule 3(a) of the Securities Purchase Agreement and “Existing Subsidiary” means either one of them;

2.2.7 “Fondé de Pouvoir” means a person holding the power of attorney of creditors and acting as the “Fondé de Pouvoir” of creditors, in favour of which person hypothecs securing payment of bonds, debentures or other titles of indebtedness may be granted, all as envisaged pursuant to Article 2692 of the Civil Code of Quebec;

2.2.8 “Hypothec Amount” means the sum of TWELVE MILLION DOLLARS ($12,000,000.00);

2.2.9 “Insurance” means, collectively, all insurance policies relating directly or indirectly to any of the Charged Property and/or any parts thereof and any and all present and future indemnities or other amounts paid or payable under any and all present and future insurance contracts covering the Charged Property as well as all claims and security therefore and the right to collect and receive same;

2.2.11 ”Leased Premises” means the two distinct premises occupied and leased by the Grantor from Société Immobilière Technologique de Montréal and Timex Realty Corp. as landlords, corresponding to civic addresses 2300 Alfred-Nobel Blvd., St. Laurent, Quebec H4S 2A4 and 5897 St. François Road, St. Laurent, Quebec H4S 1B6, respectively;

2.2.13 “Noteholders”, means collectively, the parties to the Securities Purchase Agreement named and designated as the “Buyers” pursuant to the terms thereof as holders of the Notes, as well as their respective successors and assigns and “Noteholder” means any one of them;

2.2.14 “Notes” means collectively, the Initial Notes issued and sold to the Noteholders pursuant to the Securities Purchase Agreement and “Note” means any one of the Initial Notes;

2.2.15 “Obligations” means the payment of any and all amounts in principal and interest (including interest on amounts in default) as well as any other indebtedness and obligations due in virtue of, or arising under, the Notes and any of the other Transaction Documents, as well as payment of all other sums, if any, from time to time due under this Deed to the Noteholders or the Trustee;

2.2.17 “RDPRM” means the Register of Personal and Movable Real Rights of the Province of Quebec;

2.2.18 “Scheduled Intellectual Property” means any and all of the property and rights described in Clause 3.1.4;

2.2.19 “Securities Purchase Agreement” means the “Securities Purchase Agreement” dated or to be dated on or about July 28, 2005 executed by and among the Grantor and the Noteholders, as same may be amended, modified, supplemented or restated from time to time.

As continuing and collateral security for the payment to the Noteholders and the Trustee of the Obligations and the fulfilment of the other obligations of the Grantor hereunder, the Grantor hereby hypothecates to and in favour of the Trustee, for the benefit of and as “Fondé de Pouvoir” of the Noteholders, for and in the Hypothec Amount with interest thereon at the Interest Rate, both before and after maturity, demand, default and judgment, (i) the universality of its moveable property, present and future, corporeal and incorporeal, of whatever nature and wherever it may be situated, (ii) all rights, title and interest now or hereafter held by the Grantor in all such movable property to the extent of such rights, title and interest, and (iii) all present and future renewals, accretions, replacements and substitutions of such property as well as everything now or hereafter united to such property by accession (collectively, the “Charged Property”) including, without limitation:

3.1.1 as a universality, all accounts receivable, book accounts, book debts, debts, claims, monies, rentals, revenues, incomes, loans receivable, demands, choses in action, rebates, refunds, amounts owing by or claimable from the crown, state or government (or any departments, agents or agencies thereof) and any other amounts which now are or which may at any time in the future be due or owing to or owned by the Grantor from any Person, wherever the debtors thereof may be situated, and all of the right, title and interest in any of the foregoing which the Grantor, now or at any time in the future, has or may have as well as all security interests, hypothecs, assignments, guarantees, bills of exchange, notes, negotiable instruments, contracts, invoices, books of account, letters of credit and/or other documents and rights, now or at any time in the future, held or owned by the Grantor or any other Person on behalf of the Grantor in respect of any of the foregoing and any and all rights of an unpaid vendor (including rights to merchandise returned, repossessed or recovered) (the “Claims”);

3.1.2 as a universality, all goods, wares and merchandise, property in stock, inventories and any other corporeal movable property kept for sale, lease, processing, manufacture, transformation and/or use in providing service, whether raw, in process, finished, in transit, to be used or to be consumed which now are or which may at any time in the future be owned by the Grantor and all of the rights, title and interest in any of the foregoing which the Grantor now or at any time in the future has or may have, as well as all present and future packaging and shipping materials and all materials and property ancillary to any of the foregoing (the “Inventory”);

3.1.3 as a universality, all corporeal movable property of any and all nature, form or description whatsoever (other than property described elsewhere in Sections 3.1 through 3.1.12 hereof, inclusively) including, without limitation, all tools, machinery, equipment, rolling stock, leasehold improvements and fixed assets which now are or which may at any time in the future be owned by the Grantor and all of the rights, title and interest in any of the foregoing which the Grantor now or at any time in the future has or may have (the “Equipment”);

3.1.4 as a universality, all incorporeal movable property of any and all nature, form or description whatsoever (other than property described elsewhere in Sections 3.1 through 3.1.12 hereof, inclusively) including, without limitation: (i) all patents, patent applications and patents pending, registered and unregistered trademarks, trade or brand names, service marks, copyrights, industrial designs, formulae, processes, trade secrets, goodwill, contractual rights, licenses and permits which now are or which may at any time in the future be owned by the Grantor and all of the rights, title and interest in any of the foregoing which the Grantor now or at any time in the future has or may have including, but without limitation, the Scheduled Intellectual Property; and (ii) all rights, title and interest of the Grantor in and to all contracts and other writings to which the Grantor is now or may, at any time in the future, become a party to or is now or may, at any time in the future, become bound by (the “Intangible Property”);

3.1.5 as a universality, all documents of title, whether negotiable or non-negotiable, including, without limitation, all promissory notes, bills of exchange, drafts, cheques, warehouse receipts and bills of lading which now are or which may at any time in the future be owned by the Grantor and all of the rights, title and interest in any of the foregoing which the Grantor now or at any time in the future has or may have (the “Documents of Title”);

3.1.6 as a universality, all shares, stocks, warrants, bonds, debentures, debenture stock and other securities which now are or which may at any time in the future be owned by the Grantor and all of the rights, title and interest in any of the foregoing which the Grantor now or at any time in the future has or may have including, without limitation, all shares, stocks, warrants, bonds, debentures, debenture stock and other securities issued in addition to or in replacement of those originally forming part of the Charged Property including those issued in connection with a distribution of dividends in kind, a conversion, a stock split, a purchase, a repurchase, a cancellation, a merger, a change or a transformation affecting the shares, stocks, warrants, bonds, debentures and other securities forming part of the Charged Property (the “Securities”);

3.1.7 as a universality, all monies, cash, foreign currencies and credits which now are or which may at any time in the future be owned by the Grantor and all the right, title and interest in any of the foregoing which the Grantor now or at any time in the future has or may have (the “Monies”);

3.1.8 as a universality, all indemnities and all other amounts which now are or which may at any time in the future be due or owing to the Grantor or to which the Grantor now is or may at any time in the future be entitled to receive under and/or as a result of any Insurance (the “Insurance Claims”);

3.1.9 all computer programs, firmware and software and all computer and other records and data, whether in hard copy or otherwise, pertaining to any of the Charged Property and the equipment containing same and owned by the Grantor (the “Records”);

3.1.10 all property in any form derived directly or indirectly from any dealings with any of the Charged Property and all proceeds of lease or sale as well as all indemnities or compensation paid in respect thereof (the “Proceeds”);

3.1.11 the principal and the income of the Charged Property as well as any right attached to the Charged Property;

3.1.12 as a universality, all deeds, documents, registers, invoices and books of account evidencing the Charged Property or relating thereto; and

3.1.13 as a universality, all corporeal and incorporeal moveable property, assets rights and undertakings of any kind or nature (other than the property, assets and undertakings described in Clauses Sections 3.1.1 through 3.1.12 hereof), wherever situated, now owned or hereafter acquired by the Grantor,

the whole wherever any of the foregoing Charged Property is or may in the future be located, whether in possession of the Grantor, in possession of third parties, in transit or otherwise.

3.2 Notwithstanding anything herein to the contrary, if the assignment or creation of a hypothec in any of the Grantor’s right, title or interest (a) in any intellectual property constituting Charged Property would constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of the Grantor therein, or (b) in any licence, permit, contract or agreement constituting Charged Property to which the Grantor is a party would, under the terms of such licence, contract or agreement, or otherwise, result in a breach or termination of the terms of, or constitute a default under or termination of any such licence, permit, contract or agreement under the terms thereof, the hypothec created hereby on any such intellectual property, licence, permit, contract or agreement shall be under the suspensive condition of the ineffectiveness, lapse or termination of any such provision or condition which would cause the results indicated in clause (a) or (b). Upon such ineffectiveness, lapse or termination, the hypothec created under this Deed shall apply to the applicable intellectual property, licence, permit, contract or agreement without regard to this section and without the necessity of any further act or assurance to effect the hypothecation thereof.

4.1 Notwithstanding the hypothecation of the Claims and the Insurance Claims created hereby in favour of the Trustee (as well as any publications, registrations and/or significations perfecting same), the Trustee, subject to the provisions hereof, hereby authorizes the Grantor to collect the Claims and the Insurance Claims as they fall due. Upon the occurrence of an Event of Default and as long as same is continuing, all amounts collected or received by the Grantor in respect of the Claims and the Insurance Claims (after the Trustee has withdrawn the authorization of the Grantor to collect the Claims and the Insurance Claims) will be deemed to have been collected or received by the Grantor as mandatary of and in trust for the Trustee and will be remitted immediately to the Trustee in identical form as received, duly endorsed in blank, or deposited into such bank accounts as are acceptable from time to time to the Trustee.

4.2 The Trustee may, upon occurrence of an Event of Default and for as long as same is continuing, withdraw the authorization of the Grantor to collect the Claims and Insurance Claims, whereupon all Claims and Insurance Claims thenceforth falling due shall be paid by the lessees and/or payers thereof solely to the Trustee and not to any other person(s) (including, without limitation the Grantor) whatsoever, the Trustee being the sole person authorized and entitled to grant discharge thereof.

4.3 Upon the occurrence of an Event of Default and (i) after the exercise of a hypothecary recourse and surrender of the Charged Property or (ii) the withdrawal of the authorization of the Grantor to collect the Claims and Insurance Claims:

4.3.1 The Trustee shall be entitled to give good and sufficient discharge for all Claims and Insurance Claims collected by it, but the Trustee shall not be liable for any loss or damage resulting from non-collection thereof, any irregularity in the payment thereof or any failure to inform the Grantor of such non-collection or irregularity;

4.3.2 The Trustee shall hold any proceeds received by the Trustee, in a separate account to be applied by the Trustee for any of the following purposes, namely:

The maintenance, operation and administration of the Charged Property, the amount charged against such maintenance, operation or administration to include the usual charges of independent property managers for such services as well as reasonable compensation for any professional or agent engaged by the Trustee for the maintenance, operation and administration of the Charged Property and/or collection of the Claims and the Insurance Claims, provided there is no duplication in charges to independent property managers and compensation to professionals or agents engaged by the Trustee; and

ii)

The payment or reduction of the whole or any portion of the Obligations then due, whether principal, interest or any compound interest thereon, as the Trustee, in its sole discretion, deems appropriate.

4.4 Neither the receipt nor the application of any Claims or any Insurance Claims by the Trustee shall reduce, novate or otherwise affect the hypothecs, security and rights hereby created in favour of the Trustee, all of which shall remain in full force and effect for the full amount thereof unless reduced or discharged in writing by the Trustee.

4.5 In the event that the Trustee becomes entitled, pursuant to Clause 4.2 hereof, to collect the Claims and Insurance Claims:

4.5.1 the Trustee will be the only party authorized and entitled to collect, dispose of and deal with the Claims or the Insurance Claims (as the case may be);

4.5.2 the Trustee will have the right to collect, dispose of and deal with the Claims or the Insurance Claims (as the case may be) as it may deem expedient including, without limiting the generality of the foregoing, to demand, sue for, enforce, recover and receive payment of the Claims or the Insurance Claims (as the case may be) and to compound, compromise, grant extensions, take and give up securities, accept compositions and grant releases and discharges with respect thereto, the whole without notice to the Grantor and without any liability for any loss resulting therefrom;

4.5.3 actions to enforce rights with respect to the Claims or the Insurance Claims (as the case may be) may be instituted by the Trustee, at its discretion, in its own name, in the name of the Grantor, or in the name of the Trustee and the Grantor jointly;

4.5.4 the Trustee will not be obliged to inform the Grantor of any irregularity in the payment of any of the Claims or the Insurance Claims (as the case may be); and,

4.5.5 the Trustee shall be entitled to apply such collections towards the payment or reduction of the whole or any portion of the Obligations, whether principal, interest or any compound interest thereon, as the Trustee, in its discretion, deems appropriate, the whole whether or not a Default shall have occurred.

5.1 As additional security for the payment of the Obligations and performance of the Grantor’s other obligations hereunder, the Grantor shall insure and keep insured all of the Charged Property.

5.2 At least ten (10) days prior to the expiry or cancellation of any Insurance, the Grantor shall deliver to the Trustee evidence of renewal or replacement thereof.

5.2.1 Should the Grantor fail to insure and keep insured the corporeal property hypothecated hereby or renew or replace the Insurance as herein required, the Trustee may, subject to providing prior written notice to the Grantor, insure and keep insured the corporeal property hypothecated hereby and/or renew or replace any such Insurance, in which case the Grantor shall pay to the Trustee, upon the Trustee’s demand all sums expended by the Trustee in effecting any of the foregoing together with interest thereon at the same interest rate as the highest interest rate payable by under the Notes, calculated from the respective dates of payment thereof by the Trustee.

5.2.2 In the event of any material loss of or damage to the corporeal property hypothecated hereby:

the Grantor shall immediately notify the Trustee as to the details thereof; and

ii)

all Insurance Claims may be paid to and collected by the Grantor, save and except where Insurance Claims are payable at a time when there has occurred and there is continuing an Event of Default, in which case, such amounts are to be paid to and collected by the Trustee; the Grantor hereby acknowledging that any Insurance Claims received by it in such instances shall be deemed to be held in trust for and on behalf of the Trustee.

6.1.1 The Grantor will maintain the Charged Property in good repair and prevent any use thereof which might materially diminish the value thereof or the Trustee’s hypothec thereon, and from time to time at the request of the Trustee give the Trustee’s officers, employees and agents access thereto for the purpose of inspection during normal business hours;

6.1.2 The Grantor will perform, observe and comply with all obligations, terms, conditions and covenants provided under the Securities Purchase Agreement, the Notes and the other Transaction Documents;

6.1.3 The Grantor will not, other than in the ordinary course of business, sell or otherwise dispose of any of the Charged Property without the prior written consent of the Trustee, which consent will not be unreasonably withheld;

6.1.4 The Grantor is and shall be the sole and absolute owner of the Charged Property by good and valid title free and clear of all Adverse Encumbrances, save and except for the following:

Liens in favour of lessors under leases, Liens in favour of vendors under conditional sale agreements and Liens in favour of other Persons holding Liens on specific moveable property of the Grantor in order to secure the financing or the acquisition of such specific property by the Grantor, including but without limitation, Liens charging specific motor vehicles or equipment;

Movable hypothec on claims granted in favour of the Canadian Imperial Bank of Commerce in the principal amount of $1,495,000.00 plus interest at the rate of 25% per annum, registered at the RDPRM on December 22, 1999 under number 99-0228926-0001, which Lien is to be discharged and radiated forthwith upon the purchase of the Notes by the Buyers;

Movable hypothec in favour of Timex Realty Corp. on the universality of movable property located at 5897 chemin St. François, St. Laurent, Quebec H4S 1B6 in the principal amount of $47,500.00 registered at the RDPRM on January 14, 2003 under number 03-0016143-0006;

Movable hypothec on a universality of movable property including inventory, claims, equipment, insurance proceeds, intellectual property, documents of title, motor vehicles granted in favour of Canadian Imperial Bank of Commerce in the principal amount of $4,600,000.00 plus interest at the rate of 25% per annum, registered at the RDPRM on July 21, 1998 under number 98-0091614-0001, which Lien is to be discharged and radiated forthwith upon the purchase of the Notes by the Buyers; and

Movable hypothec in favour of Société Immobilière Technologique de Montréal Inc. on a universality of movable property located at 2300 rue Alfred Nobel, St. Laurent, Quebec in the principal amount of $600,000.00 (reduced to $240,000.00 July 31, 2002) registered at the RDPRM on July 8, 1997 under number 97-0082706-0001.

6.1.5 The Trustee shall be notified in writing of any change in the Grantor’s head office as well as in respect of any change in and to the nature of any enterprise carried on by the Grantor, within thirty (30) days of any such change;

6.1.6 The Grantor holds no shares in the capital stock of, or any other equity interest in, any corporation or company other than the Existing Subsidiaries;

6.1.7 Neither of the Existing Subsidiaries operates any active business nor holds any assets of any kind or nature;

6.1.8 The Grantor will not acquire or create any new subsidiaries or transfer any assets of any kind or nature to either of the Existing Subsidiaries or to any new subsidiary unless, concurrently with any such transactions, the Grantor has caused such Existing Subsidiary or such new subsidiary to grant a security interest and/or hypothec in favour of the Trustee, in form and substance satisfactory to the Trustee, pursuant to which a security interest and/or hypothec has been created and granted in conformity with all relevant jurisdictions;

6.1.9 The Grantor will not amend or otherwise alter any of the terms or conditions of either of the leases relating to the Leased Premises where same would result in the increase of any of the obligations of the Grantor due under either of said leases; and

6.1.10 The aggregate amount of the prior-ranking hypothecs granted by the Grantor in favour of the landlords of the Leased Premises as security for the Grantor’s obligations thereunder shall not at any time exceed the aggregate sum of $647,500.00.

7.1.2 The failure by the Grantor to comply with any of the provisions of this Deed within fifteen (15) consecutive Trading Days after written notice to the Grantor specifying the nature of such failure.

8.1 Upon the occurrence of any Default which is continuing, the Trustee, by notice to the Grantor, may declare all of the Obligations (including all accrued and unpaid interest and fees hereunder) to be immediately due and payable whereupon all of the Obligations shall immediately become and be due and payable and the hypothecary rights, security interests and all other rights granted hereunder in favour of the Trustee shall immediately become enforceable without further demand or other notice of any kind (other than as may be strictly required by law) of demand or notice (other than as may be strictly required by law) failing which, in addition to all hypothecary rights and other remedies and recourses presently or in the future available under law:

8.1.1 The Trustee may immediately take proceedings for the recovery of all or any portion of the Obligations; and

8.1.2 Upon demand by the Trustee, the Grantor will surrender and abandon the Charged Property, or the part thereof specified by the Trustee, to the Trustee or such person as may be designated by the Trustee, or will consent in writing to turn such property over to the Trustee or such person as may be designated by the Trustee at the time and place specified by the Trustee.

8.2 In the event that the Trustee obtains the surrender of the whole or any portion of the Charged Property and until such time as such Charged Property is restored to the Grantor or, as regards any portion thereof, the Trustee has concluded a recourse by way of taking in payment, sale by the creditor, sale under judicial authority or otherwise, or in the event that the Trustee collects any Claims, then, notwithstanding any provision of law to the contrary which may apply as a result of the Trustee having acquired or being deemed to have acquired simple, full or any other administration of the whole or any portion of the Charged Property:

(a)

The Trustee will be entitled to generally delegate the whole or any part of the administration of any Charged Property (including without limitation, the exercise of all discretionary powers) to such person(s) as the Trustee may designate or re-designate in the Trustee’s sole discretion (any such person being herein referred to as an “Administrator”);

(b)

The Trustee and any Administrator will be entitled to reimbursement of all reasonable costs and expenses (including, without limitation, all reasonable costs, expenses and fees incurred by any attorneys or other persons engaged by the Trustee or the Administrator acting reasonably in order to assist in such administration, or any matter pertaining thereto), as well as all reasonable fees of the Trustee and the Administrator incurred in such administration, all of which may be charged by the Trustee against any fruits, revenues or proceeds of alienation of the whole or any portion of the Charged Property;

(c)

The Trustee or the Administrator shall be entitled, under any circumstances and in such manner as the Trustee or the Administrator deems, in their respective discretion, appropriate, to alienate such Charged Property by onerous title;

(d)

The Trustee will be entitled to acquire the whole or any portion of any Charged Property alienated by onerous title in the course of any administration thereof;

(e)

In the event that the Trustee or the Administrator acquire full administration of any Charged Property, neither the Trustee nor the Administrator will be under any obligation whatsoever to make such Charged Property productive, increase such Charged Property or the value thereof or appropriate such Charged Property to any purpose other than payment of the Obligations;

(f)

The Trustee and the Administrator will be entitled to use for their own benefits any information which either of them may obtain by reason of their administration of the whole or any portion of the Charged Property provided such information is not used in a manner which causes a prejudice or damage to the Grantor;

(g)

The Trustee and the Administrator will be entitled, whether or not for value, to renounce to any right affecting, benefiting, pertaining to and/or forming part of any Charged Property administered by either of them;

(h)

Neither the Trustee nor the Administrator will be obliged, in any manner whatsoever, to prepare any inventory of any Charged Property, insure any Charged Property (other than as a “bon père de famille”) or give any security for any Charged property or their administration thereof. Should the Trustee or the Administrator, in their discretion, insure the whole or any portion of any Charged Property, the reasonable costs and expenses of any insurance shall form part of the costs and expenses referred to in paragraph (b) hereof ;

(i)

The Trustee and the Administrator may change the destination of the whole or any portion of any Charged Property under their administration and will not be bound to continue the use or operation of any Charged Property under their administration which produces fruits or revenues unless required by law or contract to do so;

(j)

Notwithstanding any provisions of law to the contrary, the Trustee and the Administrator will only be obliged to render an account to the Grantor upon the written request of the Grantor and once the Trustee or Administrator have determined, to their satisfaction, the details of such account.

8.3 In the event that the Trustee exercises its right to become the absolute owner of the Charged Property or any part thereof, the Grantor, concurrently with surrender or at any time thereafter at the request of the Trustee, will sign a voluntary Deed providing for the to take in payment the Charged Property or any part thereof. In the event that the Grantor requires the Trustee to sell any such Charged Property, the Grantor acknowledges that the Trustee will not be required to abandon its recourse of taking in payment unless, before the expiration of the delay to surrender, the Trustee: (i) shall have been furnished with security guaranteeing that the Charged Property in question will be sold at a sufficiently high price for the Trustee to be paid the amounts secured hereunder in full; (ii) shall have been reimbursed the costs which it has incurred; and (iii) shall have been advanced all amounts necessary for the sale of the Charged Property in question.

All expenditures and improvements made by any holder of the Charged Property and all payments made on account of the Obligations and the accessories thereof will belong to the Trustee without return or compensation. The Trustee will not be obliged to compensate or indemnify the Grantor or any other person for any cause whatsoever.

8.4 In the event that the Trustee exercises its right to sell the whole or any portion of the Charged Property by judicial authority or pursuant to a sale by the creditors, the following will apply:

(a)

Such Charged Property may be sold subject to and upon such terms and conditions (including, without limitation, terms extending credit) by way of one (1) or more sales by private agreement, call for tenders or public auction or combinations thereof as the Trustee or the Administrator see fit and the Trustee or the Administrator may, at any time, change or substitute any method of sale for any other method of sale of such Charged Property; and

(b)

Notwithstanding any provision of law to the contrary, in any call for tenders, the Trustee or Administrator will not be obliged to accept the highest offer or any offer and, in the event that no offer is accepted, may proceed to sell such Charged Property by any other method.

9.1 The different recourses of the Trustee hereunder are cumulative and not alternative. The rights and remedies of the Trustee hereunder are in addition to every other right and remedy now or hereafter existing in favour of the Trustee, whether by law or otherwise.

10.1 No delay or failure on the part of the Trustee in exercising any right or remedy hereunder shall affect such right or remedy, nor shall any single or partial exercise hereof preclude any further exercise thereof or the exercise of any other right or remedy. Any waiver by the Trustee of any of its rights or remedies hereunder will be valid only if express and in writing. No waiver shall be deemed to be or constitute a waiver of any other rights or remedies of the Trustee. In no event will the Trustee’s acceptance, after the full payment of the Obligations may have become due and payable, of any partial payment, be deemed to alter or affect the Trustee’s rights with respect to any subsequent payment or default thereon. Moreover, should the Trustee grant or tolerate any extension or delay for payment or performance of any obligations of the Grantor, such extension, delay, indulgence or tolerance will not be deemed an acquiescence by the Trustee in such default or waiver of any of the Trustee’s rights and remedies hereunder or in respect of any future default.

10.2 To the extent necessary or useful, the parties hereto expressly waive the application of Section 32 of the Act Respecting the Special Powers of Legal Persons (R.S.Q., c.P16) and of Articles 1310 and 2147 of the Civil Code of Quebec.

11.1 Nothing contained in this Deed will be deemed to derogate from or alter the terms or conditions of any of the Obligations.

11.2 The security hereby granted secures and will continue to secure the Obligations on a continuing and fluctuating basis and is and will be valid notwithstanding that the whole or any portion of the prestations in consideration of which the Grantor has undertaken its obligations towards the Trustee have not yet been received and notwithstanding that the whole or any portion of the Obligations may not yet exist. With respect to any future Obligation secured hereby, the Grantor shall be deemed to have obligated itself again as contemplated by Article 2797 of the Civil Code of Quebec.

11.3 The security hereby granted will remain in full force and effect for the full Hypothec Amount until such time as an express written discharge is executed by the Trustee and delivered to the Grantor. The hypothecs, security and rights hereby created in favour of the Trustee will not be extinguished, reduced, novated or otherwise affected by any payments made to or amounts received by the Trustee, directly or indirectly, from the Grantor or any other party or as a result of any insurance indemnities arising from loss or damage to any of the Charged Property or by reason of the collection of any Claims.

12.1 Every obligation of the Grantor hereunder is and will remain indivisible and the performance thereof in its entirety may be claimed from any and each of the successors of the Grantor.

13.1 The security created hereunder is in addition to and not in substitution for nor deemed to be substituted by any other security now or hereafter held by or for the benefit of the Trustee and shall not be diminished or novated or otherwise affected by any other security or any promissory note or other evidence of indebtedness which the Trustee or any party for the benefit of the Trustee may have or obtain from the Grantor or any other person, nor shall any other security or note or evidence of indebtedness be diminished or novated or otherwise affected hereby.

14.1 The Trustee is the holder of the hypothecs and rights created hereunder as the beneficiary of all rights hereby conferred to the Trustee, as the Fondé de Pouvoir and as the agent for and on behalf of the Noteholders. The Trustee may do any act or execute and deliver any document necessary to the exercise of its duties hereunder.

14.2 The Trustee shall have the right to proceed in its name as Fondé de Pouvoir hereunder in the enforcement of the security hereby constituted by any remedy available at law. The Trustee may exercise all of its rights hereunder without possession of the Notes and without having to produce same in support of any judicial proceeding or trial in connection therewith.

14.3 Any Person who becomes a Noteholder will benefit from the designation of the Trustee as the Fondé de Pouvoir and as the agent for and on behalf of all Noteholders and shall be deemed for the purposes hereof to have irrevocably authorized the Trustee to exercise its duties hereunder.

14.4 The Trustee will be bound only to exercise reasonable care in the exercise of its rights, remedies and recourses or the performance of its obligations under this Deed and, in any event, the Trustee will only be liable for its intentional fault or gross negligence.

14.5 The Trustee may from time to time delegate to any Person, including a Noteholder, the exercise of any of its rights, remedies and recourses or the performance of any of its obligations under this Deed, in which case the Trustee may provide to such Person any information in its possession with respect to the Grantor or the Charged Property. The Trustee shall not in any way be responsible for any misconduct or default of any such Person.

14.6 This Deed shall be binding upon the Grantor towards the Trustee and any successor or assign thereof, by way of amalgamation or otherwise.

14.7 No Person dealing with the Trustee or its mandataries shall be required to determine whether the hypothecs created hereunder have become enforceable or whether the powers which the Trustee is purporting to exercise have become exercisable.

14.8 The Trustee may proceed in its name to the realization of the hypothecs and other rights created hereunder in any manner permitted by law.

14.9 The Trustee may at any time resign office upon written notice to the Grantor and the Noteholders, in which case the Noteholders shall appoint a successor by Instrument of the Noteholders provided such successor is also a Noteholder. Such resignation is effective thirty (30) days after the date of the foregoing notice, except if the successor has been designated before such time, in which case the resignation is effective immediately upon such successor being appointed. Upon such appointment, the successor shall replace the Trustee as agent for the benefit of the Noteholders and all of the terms of this Deed relating to the Trustee shall thereafter be applicable to its successor.

15.1 Any notice, request or other communication hereunder to any party hereto in connection with this Deed shall be in writing and given in accordance with the provisions of the Securities Purchase Agreement. If the Trustee is unable to locate the Grantor at the address provided in the Securities Purchase Agreement, then any such notice or demand may be served upon the Grantor at the Office of the Clerk of the Superior Court, District of Montreal at which office in such event the Grantor elects domicile for the purpose of this Deed.

16.1 This Deed shall be governed by and interpreted in accordance with the laws of the Province of Quebec. The Grantor expressly submits and consents to the non-exclusive jurisdiction of the Superior Court, District of Montreal, with respect to any controversy arising out of or relating to this Deed or any supplement hereto or to any transaction in connection therewith. To the extent, however, that the laws of any other jurisdiction in which the Charged Property is situated govern the validity, perfection or enforcement of the security constituted hereunder, the local laws of such jurisdiction shall govern those issues.

17.1 Any word herein contained in the singular number will include the plural; any word importing any gender will include the masculine, feminine and neuter genders; any word importing a person will include a corporation, a partnership and any other entity and vice versa. The headings of this Deed are for convenience of reference only and shall not affect in any manner any of the terms and conditions hereof or the construction or interpretation of this Deed.

18.1 The Grantor undertakes to perform all acts and enter into all documentation which may be useful or necessary or required by the Trustee for purposes of giving full force and effect to the provisions hereof or to perfect the rights of the Trustee hereunder including, without limitation, the right to recover and collect the Claims and to exercise its hypothecary remedies with respect thereto in accordance with the provisions hereof.

19.1 This Deed shall not be considered as an indivisible whole and every provision of this Deed is and shall be independent of the other and in the event that any part of this Deed is declared invalid, illegal or unenforceable, then the remaining terms, clauses and provisions of this Deed shall not be affected by such declaration and all of the remaining clauses of this Deed shall remain valid, binding and enforceable.

20.1 In the event that any provisions of this Deed contradict or are otherwise incapable of being construed in conjunction with the provisions of the Securities Purchase Agreement, the Notes or any of the other Transaction Documents, the following will apply: (a) the provisions of the Securities Purchase Agreement, the Notes or the relevant Transaction Document (as the case may be) shall take precedence over those contained in this Deed; and (b) if any act of the Grantor is expressly permitted under the Securities Purchase Agreement, the Notes or the other Transaction Documents but is prohibited under this Deed, any such act shall be permitted under the Securities Purchase Agreement, the Notes or the relevant Transaction Document (as the case may be) and shall be deemed to be permitted under this Deed; the whole unless as a result thereof the security created hereby or any of the hypothecary remedies of the Trustee hereunder would be in any way diminished or invalidated, in which case the provisions of this Deed will govern.

2. Choice of Wavelengths for Multiwavelength Optical Imaging, registered as follows:

4. Method and apparatus for detecting malignancies in living tissue, registered as follows:

5. Dual spatial integration for depth discrimination of heterogeneities in turbid media, registered as follows:

6. Optical imaging through scattering imaging: fit to an inhomogeneous diffusion model for differentiation, registered as follows:

9. Simultaneous multiwavelength TPSF-based optical imaging, registered as follows:

10. Continuous wave optical imaging assuming a scatter law, registered as follows:

11. Method and apparatus for time resolved optical imaging of biological tissue as part of animals, registered as follows:

12. Method and apparatus for positioning a patient on a table for a medical procedure on a breast, registered as follows:

14. Method and apparatus for positioning the arm of a patient while on a table for a medical procedure on a breast, registered as follows:

15. Table for positioning a patient for a procedure on a breast, registered as follows:

16. Method and apparatus for combining continuous wave and time domain optical imaging, registered as follows:

17. Method & Apparatus for Selecting Regions of Interest in Optical Imaging, registered as follows:

18. A time domain optical fluorescence method to improve estimation of fluorophore depth and concentration, registered as follows:

19. Method for determining optical properties of turbid media, registered as follows:

20. Method for selecting wavelengths for optical data acquisition, registered as follows:


			Registration Date
		Application Date	and Number (if
Trade-mark	Country	and Number	applicable)
	CANADA	08/08/1996 No. 820,062	13/09/1999 No. TMA516,214


OPTIX	CANADA	16/11/2003 No. 1,196,174


SAMI	CANADA	10/02/2003 No. 1,167,577


SOFTSCAN	CANADA	15/04/1998 No. 874,955	05/09/2000 No. TMA532,173


	CANADA	07/12/2001 No. 1,124,753	16/01/2004 No. TMA599,704


SOFTSCAN	CTM	08/07/1998 No. 879,460	12/07/2000 No. 879,460


	USA	23/09/1996 No. 75/169,800	19/09/2000 No. 2,386,703


OPTIX	USA	10/11/2003 No. 76/558,500


SAMI	USA	12/03/2003 No. 76/496,766


SOFTSCAN	USA	14/04/1998 No. 75/468,074	24/09/2002 No. 2,622,551


	USA	19/03/2002 No. 76/383,328	01/03/2005 No. 2,928,474

1. Examination of Breast Tissue Using Time-Resolved Spectroscopy, registered as follows:

2. Apparatus for Determining the Concentration of a Tissue Pigment of Known Absorbance, In Vivo, Using the Decay Characteristics of Scattered Electromagnetic Radiation, registered as follows:


COUNTRY	PATENT/APPLICATION NUMBER
U.S.		5,119,815

JP		2690131

U.S.	6,192,260 (continuation of U.S. Pat. 5,119,815)

PCT	US 94/07984

CA		2,167,179

EP		94923510.5

JP		505316/95

CN		94192720.2

3. Localization of Abnormal Breast Tissue Using Time-Resolved Spectroscopy, registered as follows:

4. Optical Coupler for In Vivo Examination of Biological Tissue, registered as follows:

5. Optical Coupler for In Vivo Examination of Biological Tissue, registered as follows:

7. Spectrophotometric Examination of Tissue of Small Dimension, registered as follows:

8. Quantitative and Qualitative In Vivo Tissue Examination Using Time Resolved Spectroscopy, registered as follows:


COUNTRY	PATENT/APPLICATION NUMBER
U.S.		5,386,827

PCT	US94/03518

CA		2158640

EP		94912367.3

JP		522359/94

CN		94181623.5

HK		98116080.0

9. Time-Resolved Spectroscopic Apparatus and Method Using Streak Camera, registered as follows:

10. Methods and Apparatus for Determining the Concentration of a Tissue Pigment of Known Absorbance In Vivo, Using the Decay Characteristics of Scattered Electromagnetic Radiation, registered as follows:

12. Optical Techniques for Examination of Biological Tissue, registered as follows:

13. Optical Techniques for Examination of Biological Tissue, registered as follows:

14. System for Tissue Examination Using Directional Optical Radiation, registered as follows:

17. Time-Resolved Spectroscopic Apparatus and Method Using Streak Camera, registered as follows:

20. Examination of Biological Tissue by Monitoring One or More Solutes, registered as follows:

23. Examination of a Biological Tissue Using Photon Migration Between a Plurality of Input and Detection Locations, registered as follows:

24. Quantitative Analyses of Biological Tissue Using Phase Modulation Spectroscopy, registered as follows:

26. Methods and Apparatus for Examining Tissue In Vivo Using the Decay Characteristics of Scattered Electromagnetic Radiation, registered as follows:

27. Spectrophotometers with Catheters for Measuring Internal Tissue, registered as follows:

30. Optical System and Method for Non-Invasive Imaging of Biological Tissue, registered as follows:

31. Imaging of Biological Tissue Using Photon Migration with High Directionality techniques, registered as follows:

32. Optical Probe for Non-Invasive Monitoring of Neural Activity, registered as follows:

33. Monitoring one or more solutes in a Biological System Using Optical Techniques, registered as follows:

34. Spectrophotometer for Measuring the Metabolic Condition of a Subject, registered as follows:

35. Examination of Biological Tissue Using Frequency Domain Spectroscopy, registered as follows:

36. Examination of Subjects Using Photon Migration with High Directionality Techniques, registered as follows:

39. User-Wearable Hemoglobinometer for Measuring the Metabolic Condition of a Subject, registered as follows:

40. Method and Device for In Vivo Diagnosis Detecting IP Emission by Body Organ, registered as follows:

41. Transabdominal Examination, Monitoring and Imaging of Tissue, registered as follows:

43. Detection, Imaging and Characterization of Breast Tumors, registered as follows:

44. Hemoglobinometers and the Like for Measuring the Metabolic Condition of a Subject, registered as follows:

45. Time and Frequency Domain Spectroscopy Determining Hypoxia, registered as follows:

46. Fluorometry Method and Apparatus Using a Semiconductor Laser Diode as a Light Source, registered as follows:

47. Phase Fluorometry Using a Modulated Electroluminescent Lamp as a Light Source, registered as follows:

48. Determination and Quantification of Saccharides by Luminescence Lifetimes and Energy Transfer, registered as follows:

49. Long-Wavelength Fluorescent Probe Compounds for Calcium Ions and their Use in Radiometrically Measuring Calcium Ion Concentrations, registered as follows:

50. Apparatus for Multi Dimensional Phase Fluorescence Lifetime Imaging, registered as follows:

51. Method and Apparatus for Performing Phase Fluorescence Lifetime Measurements in Flow Cytometry, registered as follows:

53. pH and pCO₂ Sensing by Luminescent Lifetimes and Energy Transfer, registered as follows:

56. Long Lifetime Anisotropy (Polarization) Probes for Clinical Chemistry, Immunoassays, Affinity Assays and Biomedical Research, registered as follows:

57. Method and Apparatus to Perform Trans-Cutaneous Analyte Monitoring, registered as follows:

58. Two-Photon and Multi-Photon Measurement of Analytes in Animal and Human Tissues and Fluids, registered as follow:

59. Metal-Ligand Complexes as Luminescent Probes for DNA Sequencing, registered as follows:

60. Method and Composition for Detecting the Presence of a Nucleic Acid Sequence in a Sample, registered as follows:

61. Method and Composition for Characterizing a Sample Containing a Sample Lipid and an Assay Kit, registered as follows:

63. Advanced Metal-Ligand Complexes for Biophysics, Clinical, and Immunoassay Applications (or Method of Conducting an Assay of a Sample Containing an Analyte of Interest), registered as follows:

65. Method for Determining a Base Sequence of a Nucleotide Strand, registered as follows:

22.1 The parties hereby confirm their express wish that this Deed and all related documents be drawn up in English, but without prejudice to any such documents which may from time to time be drawn up in French only, or in both English and French.

Les parties confirment leur volonté expresse que le présent acte et tous les documents connexes soient rédigés en anglais, mais sans préjudice cependant à tous tels documents qui pourront à l’occasion être rédigés en français seulement, ou à la fois en anglais et en français.

DONE AND PASSED at the City of Montreal, Province of Quebec on the day, month and year hereinabove first mentioned and of record under the number of the original Minutes of the undersigned Notary.

AND AFTER HAVING DECLARED TO HAVING COGNIZANCE OF THESE PRESENTS AND HAVING EXEMPTED THE SAID NOTARY FROM READING THEM OR CAUSING THEM TO BE READ, the parties have signed with and in the presence of the undersigned Notary.

ART ADVANCED RESEARCH TECHNOLOGIES INC. / ART RECHERCHES ET TECHNOLOGIES AVANCÉES INC.


COUNTRY		REGISTRATION/APPLICATION NUMBER
WO		PCT/IB2004/003559 (pending)


COUNTRY	REGISTRATION/APPLICATION NUMBER
PCT	pending

US		6,694,159

US	pending

EP	pending

HK	pending


COUNTRY	REGISTRATION/APPLICATION NUMBER
CA		2,163,914

US		5,808,304


COUNTRY	REGISTRATION/APPLICATION NUMBER
CA	2,296,929 (pending in exam)

EP	pending

JP	pending

SG		82365

US		6,415,172


COUNTRY	REGISTRATION/APPLICATION NUMBER
CA		2,249,099

EP		98946189.2

US		6,148,226


COUNTRY	REGISTRATION/APPLICATION NUMBER
CA		2,453,585

CN	pending

EP	pending

JP	pending

US	pending


COUNTRY	REGISTRATION/APPLICATION NUMBER
EP		02750684.9

US	pending


COUNTRY	REGISTRATION/APPLICATION NUMBER
CA		2,453,644

CN	pending

EP	pending

JP	pending

US	pending


COUNTRY	PATENT/APPLICATION NUMBER
US		5,555,885

WO		9502987A3

EP		0708616A1

CN		1126945

CA	2,167,179 AA


COUNTRY	PATENT/APPLICATION NUMBER
WO		9940842A1

U.S.		20050038344A1

EP		1054620A4

CA		2,319,458


COUNTRY	PATENT/APPLICATION NUMBER
WO		9940841A1

EP		1054619A1

CA		2,319,456


COUNTRY	PATENT/APPLICATION NUMBER
WO		9940840A1

EP		1054618A1

CA		2,319,454


COUNTRY		PATENT/APPLICATION NUMBER
WO		9220273A3


HK		1014352A1


EP		0591289B1


COUNTRY	PATENT/APPLICATION NUMBER
WO		9213598A1

HK		1014645A1

EP		0568628