A N D:            U.S. OPPORTUNITY SEARCH, INC.
                  44 Kean Road
                  Short Hills, New Jersey 07078

            (hereinafter referred to as "Tenant")

W I T N E S S E T H :

1. PREMISES, TERM AND USE. The Landlord does hereby lease to the Tenant, and the Tenant does hereby rent from the Landlord the following described premises:
approximately 2,693 rentable square feet of first floor space as shown with cross-hatching on the attached Exhibit A (the "Premises" or the "Demised Premises"), in the office building located at 220 South Orange Avenue, Livingston, New Jersey, (hereinafter the "Building") for a term of five (5) years and one (1) month, commencing on the date (the "Commencement Date") which is fourteen (14) days after substantial completion of Landlord's work as described in Paragraph 42 herein and delivery of the Premises to Tenant, which completion date is estimated to be on or about February 1, 1997, and ending five
(5) years and one (1) month: later, to be used and occupied only and for no other purpose than general office space.

2. PAYMENT OF RENT. Commencing on the Commencement Date, Tenant covenants and agrees to pay to the Landlord, as rent for and during the term hereof, the sum of Two Hundred Fifty-Three Thousand Three Hundred Sixty-Six and 52/100 ($253,366.52) Dollars, payable as follows:

(a) During the first, through, to and including the thirtieth month of the initial term of this Lease, the sum of Four Thousand Thirty-Nine and 50/100 ($4,039.50) Dollars per month, due and payable on the first day of each calendar month.

(b) During the thirty-first, through, to and including the sixty-first month of the initial term of this Lease, the sum of Four Thousand Two Hundred Sixty-Three and 92/100 ($4,263.92) Dollars per month, due and payable on the first day of each calendar month.

Notwithstanding anything to the contrary contained herein, basic rent for the first month of the initial term of this Lease shall be due and payable upon execution of this Lease.

3. LATE PAYMENTS. In the event that payment of rent is not received by Landlord by the tenth (l0th) day of each month, Tenant shall pay, as additional rent, a late charge equal to five (5) percent of the late payment. Landlord shall be entitled to same remedies for non-payment of late charges as for non-payment of rent.

4. REPAIRS AND CARE. (a) Tenant has examined the premises and has entered into this Lease without any representation on the part of Landlord as to the condition thereof, except that Landlord represents and warrants to Tenant that Landlord will duly and punctually perform the work referred to in Paragraph 42 hereof, in accordance with Exhibit B attached hereto, and that such work will be free from defects in workmanship and materials, and suitable for the intended purpose of making he Premises available for use by Tenant. Tenant shall take good care of the Premises and shall, at the Tenant's own cost and expense, make all non-structural repairs, including painting and decorating, and shall maintain the Premises in good condition and state of repair. Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards, entrances, hallways and stairs. Tenant shall not place a load per square foot area which it was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment.

(b) Not later than the last day of the term, Tenant shall, at Tenant's expense, remove all Tenant's personal property and those improvements' made by Tenant which have not become the property of Landlord, including, but not limited to trade fixtures, moveable paneling and the like; repair all injury done by or in connection with the installation or removal of said property and improvements; and surrender the Premises in as good condition as they were at the beginning of the term, excepting reasonable wear and damage by fire, the elements, casualty, or other cause not due to the misuse or neglect by Tenant, Tenant's agents, servants, visitors or licensees. All other property of Tenant remaining on the Premises after the last day of the term or earlier termination of this Lease shall be conclusively deemed abandoned and may be removed by Landlord, and Tenant shall reimburse Landlord for the cost of such removal. Landlord may have any such property stored at Tenant's risk and expense.

5. COMPLIANCE WITH LAWS. The Tenant shall promptly comply with all laws, ordinances, rules, regulations, requirements and directives of the Federal, State and Municipal Governments or Public Authorities and of all their departments, bureaus and subdivisions, applicable to and affecting the use and occupancy of the Premises, for the correction, prevention and abatement of nuisances, violations or other grievances in, upon or connected with the use of the Premises, during the term hereof; and shall promptly comply with all

orders, regulations, requirements and directives of the Board of Fire Underwriters or similar authority affecting the use of the Premises and of any insurance companies which have issued or are about to issue policies of insurance covering the use of the Premises and its contents, for the prevention of fire or other casualty, damage or injury, at the Tenant's own cost and expense. Tenant shall observe and comply with the rules and regulations hereinafter set forth in Exhibit C, attached hereto and made a part hereof by this reference, and with such further reasonable rules and regulations as Landlord may prescribe, upon written notice to Tenant, for the safety, care and cleanliness of the Building and the comfort, quiet and convenience of other occupants of the Building; provided, however, Landlord shall not enforce any rules and regulations against Tenant unless and until it enforces such rules and regulations against all of the other occupants of the Building.

6. ALTERATIONS AND IMPROVEMENTS. No structural alterations, additions or improvements shall be made, and no climate regulating, air conditioning, cooling, heating or sprinkler systems, television or radio antennas, heavy equipment, apparatus and fixtures, shall be installed in or attached to the leased premises, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Unless otherwise provided herein, all such alterations, additions or improvements and systems, when made, installed in or attached to the said premises, shall belong to and become the property of the Landlord and shall be surrendered with the premises and as part thereof upon the expiration or sooner termination of this Lease, without hindrance, molestation, injury or charge to Landlord.

7. TENANT'S LIABILITY INSURANCE. Tenant shall provide, at its own expense, and keep in force during the term of this Lease and any renewal terms, general comprehensive liability insurance with an insurance company licensed to do business in the State of New Jersey, selected by Tenant and reasonably acceptable to Landlord, and in an amount reasonably required by Landlord, but in any event not less than $1,000,000.00 with respect to injury or death to any one person and $3,000,000.00 with respect to injury or death to more than one person in any one accident or other occurrence, and $1,000,000.00 with respect to damage to property. Such policy or policies shall include Landlord and Landlord's mortgagee, if any, as additional insiders. Tenant agrees to deliver certificates evidencing such insurance to Landlord prior to the Commencement Date of this Lease and within thirty (30) days after the date of renewal of the policies. Such insurance shall not be cancelable without thirty (30) days prior written notice to Landlord.

8. TENANT'S CASUALTY INSURANCE. During the term of this Lease, and any renewal terms, Tenant shall cause its improvements to the Demised Premises to be insured for the benefit of Landlord and Tenant, as their respective interests may appear, against loss or damage by fire and customary extended coverage in an amount equal to the replacement value thereof, if insurance in such amount is available. Tenant agrees to deliver a certificate evidencing such insurance to Landlord within thirty (30) days after the date of execution of this Lease.

9. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY. (a) If the Building is damaged by fire or other casualty to such extent that the cost of restoration, as determined by an insurance adjuster licensed in the State of New Jersey, will equal or exceed fifty (50) percent of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, then either Landlord or Tenant may, within sixty (60) days from the date of the damage, give the other party a written notice of election to terminate this Lease, effective thirty (30) days from the date of such notice. However, in the event that neither party terminates this Lease in such circumstance, then the basic rent and additional rent -shall be abated, as of the date of such casualty, in direct proportion to that amount of square footage in the Demised Premises which cannot be used by Tenant for the purposes set forth in Paragraph 1 herein. In addition, Landlord shall be responsible for making restoration within one hundred eighty (180) days after the date of the damage, subject to Force Majeure. In the event that restoration is not made within said time period, Tenant shall have the right to terminate this Lease, upon thirty (30) days written notice to Landlord.

(b) If the Building is damaged by fire or other casualty to such extent that the cost of restoration, as determined by an insurance adjuster licensed in the State of New Jersey, will be less than fifty (50%) percent of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, then Landlord may, within sixty (60) days from the date of damage, give the Tenant written notice of election to terminate this Lease, effective thirty (30) days from the date of such notice. However, in the event that Landlord does not terminate this Lease in such circumstance, then the basic rent and additional rent shall be abated, as of the date of such casualty, in direct proportion to that amount of square' footage in the Demised Premises which cannot be used by Tenant set forth in Paragraph 1 herein. In addition, Landlord shall be responsible for making restoration within one hundred eighty
(180) days after the date of the damage, subject to Force Majuere. In the event that restoration is not made within said time period, Tenant shall have the right to terminate this Lease, upon thirty (30) days written notice to Landlord.

10. WAIVER OF SUBROGATION. Landlord and Tenant shall obtain, for each policy of insurance secure by them regarding the Demised Premises, or any Property located therein, whether required by this Lease, an appropriate clause therein or-endorsement thereon, pursuant to which such insurance company waives subrogation or consents to the waiver of the right of one party to recover against the other.

11. INCREASE OF INSURANCE RATES. If for any reason it shall be impossible to obtain fire and other hazard. insurance on the buildings and improvements on the leased premises, in an amount and in the form and with insurance companies acceptable to the Landlord, the Landlord may, if the Landlord so erects at any time thereafter, terminate this Lease and the term hereof, upon giving to the Tenant sixty (60) days notice in writing of the Landlord's intention to do so, and upon the giving of such notice, this Lease and the term thereof shall terminate. If by reason of the use to which the premises are put by the Tenant or character of or the manner in which the Tenant's business is carried on, if it is other than for general offices, the insurance rates for fire and other. hazards shall be increased, the Tenant shall upon demand, pay to the Landlord, as rent, the amounts by which the premiums for such

insurance are increased. Such payment shall be paid with the next installment of rent 'but in no case later than thirty (30) days after such demand, whichever occurs sooner.

12. ASSIGNMENT AND SUBLEASE. Tenant may assign or sublease the within Lease to any party subject to the following:

(a) In the event that Tenant desires to sublease the whole or any portion of the Demised Premises or assign the within Lease to any other party, the terms and conditions of such sublease or assignment shall be communicated to the Landlord in writing prior to the effective date of any such sublease or assignment

(b) Tenant may assign this Lease or sublet the whole or any portion of. the Demised Premises, subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the following terms and conditions:

(1) Tenant shall provide to Landlord the name and address of the proposed assignee or sublessee.

(2) The. assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days after its execution. Any sublease shall expressly acknowledge that said sublessee's rights against the Landlord shall be no greater than those of the Tenant.

(3) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to the payment of rent and additional rent reserved herein, through the entire term of this Lease, as the same may be renewed, extended or otherwise modified.

(4) The Tenant and any assignee shall promptly pay to Landlord: (i) one-half (1/2) of any consideration received by Tenant for any assignment; or
(ii) one-half (1/2) of the rent, as and when received by Tenant, net of expenses, in excess-of the rent required to be paid by Tenant to be paid by Tenant to Landlord for the area sublet, computed on the basis of an average square food rent for the gross square footage Tenant has leased.

(5) In any event, acceptance by Landlord of any rent from the assignee, or from any of the subtenants, or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and convenants herein shall not release Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire term of this Lease, as the same may be renewed, extended or otherwise modified.

(6) Tenant shall be responsible for payment to Landlord of Landlord's reasonable attorneys' fees and handling costs incurred for each request for consent to any sublet or .assignment, in an amount not to exceed $500.00, with such payment to be made

within ten (10) business days of written notice from Landlord, but in no event beyond the effective date of assignment.

(7) Tenant acknowledges and understands that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance, and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto.

(c) Notwithstanding anything to the contrary contained herein, Tenant shall have the right to assign this Lease or sublet the Demised Premises, in whole or in part, to any parent or subsidiary of Tenant or in connection with a merger of Tenant provided that the surviving entity in a merger shall have a tangible net worth (determined in accordance with generally accepted accounting principles) not less than the net worth of Tenant and its guarantors, if any, as of the date of commencement of this Lease.

(d) Without limiting any of the provisions of this Lease, if, pursuant to the Federal Bankruptcy Code (hereinafter referred to as the "Code"), or any similar law hereinafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, then adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of six (6) months basic rent plus an amount equal to the additional rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the term of the Lease, without interest, as security for .the full performance of all of Tenant's obligations under this Lease, to be held and applied in the manner specified for security in Paragraph 18.

(e) Except as specifically set forth above, no portion of the Demised Premises or of Tenant's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of .law or act of the Tenant, nor shall Tenant pledge its interest in this Lease or in any security deposit required hereunder.

13. INSPECTION AND REPAIR. Tenant agrees that Landlord and Landlord's agents, employees or other representatives, shall have the right to enter into and upon the said premises or any part thereof, at all reasonable hours, for the purpose of examining the same or making such repairs or alterations therein as may be necessary for the safety and preservation thereof. Landlord shall make any such repairs or alterations at such times and in such a manner as to minimize interference with Tenant and its use of the Premises. This clause shall not be deemed to be a covenant by the Landlord nor be construed to create an obligation on the part of the Landlord to make such inspection or repairs.

14. GLASS AND OTHER DAMAGE REPAIRS. In case of the destruction of or any damage to the glass in the Demised Premises, or the destruction of or damage of any kind whatsoever to the said premises, caused by the carelessness, negligence or improper conduct on the part of the Tenant or Tenant's agents, employees, guests, licensees, invitees,

subtenants, assignees or successors, Tenant shall repair the said damage or replace or restore any destroyed parts of the Premises, as speedily as possible, at Tenant's own cost and expense.

15. SIGNS. Tenant shall not place nor allow to be placed any signs of any kind whatsoever, upon, in or about the Premises or any part thereof' except of a design and structure and in or at such places as may be indicated and consented to by Landlord in writing, which consent shall not be unreasonably withheld, delayed or conditioned. Landlord shall place Tenant's name, and those of Tenant's affiliates: (i) on the directory in the lobby; and (ii) the outside directory, if any. However, Tenant shall not be entitled to more than two (2) lines on the Building directory. Tenant shall not have the right to have additional names placed on the directories without Landlord's prior written consent. In case Landlord or Landlord's agents, employees or representatives shall deem it necessary to remove any such signs in order to paint or make any repairs, alterations or improvements in or : upon the Premises or any part thereof, they may be so removed, but shall be replaced at Landlord's expense when the said repairs, alterations or improvements shall have been completed. Any signs permitted by Landlord shall at all times conform with all municipal ordinances or other laws, ordinances and regulations applicable thereto.

16. MORTGAGE PRIORITY. This Lease shall not be a lien against said premises in respect to any mortgages that may herebefore or hereafter be placed upon the Premises. The recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording and Tenant agrees to execute any instruments, without cost, which may be deemed necessary or desirable, to further effect the subordination of this Lease to any such mortgage or mortgages. A wrongful refusal. by Tenant to execute such instruments shall entitle Landlord to the option of canceling this Lease and the term hereof is hereby expressly limited accordingly. Tenant hereby appoints Landlord as its attorney-in-fact to execute any documents requested by the mortgagee(s) to effectuate the intent of this Paragraph. Anything herein contained the contrary notwithstanding, Tenant's peaceful use, occupancy and enjoyment of the Premises shall not be disturbed or interfered with by any mortgagee so long as Tenant duly and punctually performs its obligations under this Lease.

17. NON-LIABILITY OF MORTGAGES. Tenant hereby agrees not to look to the mortgagee, as mortgagee, mortgagee in possession, or successor in title to the property, for accountability for any security deposit required by Landlord hereunder, unless said sums have actually been received by said mortgagee as security for Tenant's performance of this Lease.

18. SECURITY Tenant has this day deposited with Landlord the sum of $4,039.50 as security for the payment of rent hereunder and the full and faithful performance by Tenant of the covenants and conditions on the part of Tenant to be performed. Said sum shall be returned to Tenant, without interest, after the expiration of the term hereof, provided that Tenant has fully and faithfully performed all such covenants and conditions and is not in arrears in rent. During the term hereof, Landlord may, if Landlord so elects, have recourse. to such security, to make good any default by Tenant, in which event Tenant shall, on demand, promptly

restore said security to its original amount. Liability to repay deemed to be released by Tenant from all liability to return such security. This provision shall be applicable to every alienation or change in title and shall in no wise be deemed to permit the Landlord to retain the security after termination of the Landlord's ownership of the reversion or title. Tenant shall not mortgage, encumber or assign said security deposit without the written consent of Landlord.

19. UTILITIES (a) Landlord shall provide Tenant with HVAC during the Building Hours (Monday through Friday, 7:00 a.m. to 7:00 p.m. and Saturdays, 7:00 a.m. to 1:00 p.m.). If Tenant requests any or all of the above services outside of Building Hours, the same shall be provided upon advance notice at a cost of $50.00 per zone per hour.

(b) In the event that the Demised Premises are separately metered, Tenant shall be responsible for payment for its electrical usage directly to the utility company. In the event the Demised Premises are not separately metered, Tenant shall reimburse Landlord for its electrical usage subject to an energy audit, to be performed by an energy audit company chosen by Landlord. Until the performance of the energy audit, Tenant's payment for electrical usage shall be the sum of $1.25 per square foot per annum. If such energy audit indicates that Tenant's actual electrical usage is less than $1.25 per square foot per annum, Landlord shall reimburse Tenant for amounts paid in excess of its actual electrical usage.

20. EVENTS OF DEFAULT; REMEDIES (a) If Tenant does not: (a) within ten (10) days after the due date "hereof pay any installment of basic annual rent' additional rent or any other monetary obligation; or (b) within thirty (30) days after written notice from Landlord cure a default other than a default in the payment of basic annual' rent or additional rent (provided, however, that such thirty
(30) day period shall be extended if the default is of such nature that it could not reasonably be cured within such period of thirty (30) days and Tenant promptly commences and thereafter diligently pursues the curing of such default), then, in any such event, Tenant shall be deemed in default under this Lease.

(b) If there should occur any default on the part of Tenant as set forth in this Lease, or if during the term hereof the Premises or any part thereof shall be or become totally abandoned or deserted, vacated or vacant, or should Tenant be evicted by summary proceedings or otherwise, Landlord, in addition to any other remedies herein contained or as may be permitted by law, may either, by force or otherwise, without being liable for prosecution therefor or for damages, re-enter the Demised Premises and the same have and again possess and enjoy.

(c) At any time or from time to time after any such expiration or termination Landlord may, as agent for the Tenant or otherwise, re-let :the Premises, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free rent) as Landlord, in its reasonable judgment, may determine, and receive the rents therefor, applying the same: (i) to the payment of such expenses, reasonable attorney fees and costs, as Landlord may have been put to in re-entering and repossessing the same and in making such repairs and

alterations as may be necessary; and (ii) to the part thereof, or for any failure to collect any rent due upon any such reletting.

(d) Upon the occurrence of an event of default as set forth in this Lease, or should Tenant be adjudicated a bankrupt, insolvent or placed in receivership, or should proceedings be instituted by or against Tenant for bankruptcy, insolvency, receivership, agreement of composition or assignment for the benefit of creditors, or if this Lease or the estate of Tenant hereunder shall pass to another by virtue of any court proceedings, writ of execution, levy, sale, or by operation of law, Landlord may, if Landlord so elects, at anytime thereafter, terminate this Lease and the term hereof, upon giving to Tenant or to any trustee, receiver, assignee or other person in charge of or acting as custodian of the assets or property of Tenant, five (5) days written notice of Landlord's intention so to do. Upon the giving of such notice, this Lease and the term hereof shall end on the date fixed in such notice as if the said date was the date originally fixed in this Lease for the expiration hereof; and Landlord shall have the right to remove all persons, goods, fixtures and chattels therefrom, by force or otherwise, without liability for damages.

21. SURVIVAL OF COVENANTS No expiration or termination of this Lease shall relieve Tenant of its liability and obligations under this Lease, and all liability and obligations shall survive any expiration or termination. In the event of an expiration or termination, whether or not the Demised Premises, or a portion thereof, shall have been relet, Tenant shall pay: to Landlord the rent up to the time .of such expiration or termination, and thereafter, Tenant, until the expiration date as stated in Paragraph 1 herein, shall be liable to Landlord for, and shall pay to Landlord, as and for liquidated and agreed current damages, the difference, if any, between: (1) the basic annual rental and additional rent as stated in this Lease; and (2) any rent and additional rent received by Landlord from any new tenant in the Demised Premises, or a portion thereof.

22. REIMBURSEMENT OF LANDLORD. If Tenant shall fail or refuse to comply with or perform any conditions and covenants of the within Lease to be performed by Tenant, Landlord may, if Landlord so elects, carry out and perform such conditions and covenants, at the cost and expense of Tenant, and the said cost and expense shall be payable on demand. At the option of Landlord the costs and expenses shall be added to the installment of rent due immediately thereafter but in no case later than thirty (30) days after such demand, whichever occurs sooner, and shall be due and payable as such. This remedy shall be in addition to such other remedies as Landlord may have hereunder by reason of the breach by Tenant of any of the covenants and conditions in this Lease.

23. NON-PERFORMANCE BY LANDLORD. This Lease and the obligation of Tenant to pay the rent hereunder and to comply with the covenants and conditions hereof, shall not be affected, curtailed, impaired or excused because of Landlord's inability to supply any service or material called for herein, by reason of any act of God, riot, civil commotion, strikes, lock-out, acts, orders or regulations of governmental authority, acts or failure to act of the other party, fire, tornado, windstorm, adverse weather conditions, rule, order, regulation or preemption by any governmental entity, authority, department, agency or subdivision or for

any delay which may arise by reason of negotiations for the adjustments of any fire or other casualty loss or for any cause beyond the control of Landlord, after the exercise of due diligence.

24. NON-PERFORMANCE BY LANDLORD. Landlord shall not be liable for any damage or injury which may be sustained by Tenant or any other person, as a consequence of the failure, breakage, leakage or obstruction of the water, plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like or of the electrical, gas, power, conveyor, refrigeration, sprinkler, air-conditioning or heating systems., elevators or hoisting equipment without the negligence of Landlord; or by reason of the elements; or resulting from the carelessness, negligence or improper conduct on the part of any other Tenant or this Tenant or any other tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors; or attributable to any interference with, interruption of or failure, beyond the control of Landlord, after the exercise of due diligence, of any services to be furnished or supplied by Landlord.

25. NON-WAIVER BY THE PARTIES. The various rights, remedies, options and elections of either party, expressed herein, are cumulative, and the failure of either party to enforce strict performance by the other party of the conditions and covenants of this Lease or to exercise any election or option. or to resort or have recourse to any remedy herein conferred or the acceptance by Landlord of any installment of rent or the payment of rent by Tenant, in any one or more instances, shall not be construed or deemed to be a waiver or a relinquishment for the future by Landlord of any such conditions and covenants, options, elections or remedies, but the same shall continue in full force and effect.

26. HAZARDOUS SUBSTANCES. (a) Tenant .agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit. to be present on or about the Premises any Hazardous Substances, and Landlord represents there are no Hazardous Substances now present on or about the Premises. As used herein, Hazardous Substances shall be defined as any "hazardous chemical," "hazardous substance" or similar term as defined in the Comprehensive Environmental Responsibility Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey Industrial Site Recovery Act, as amended (N.J.S.A. 13:1K-6 et seq.), the New Jersey Spill Compensation and Control Act, as amended (N.J.S.A. 58:10-23.11b et seq), any rules or regulations promulgated thereunder, or in any other applicable federal, state or local law, rule or regulation dealing with environmental protection. It is understood and agreed that the provisions contained' in this Paragraph shall be applicable notwithstanding the fact that any substance shall not be .deemed to be a Hazardous Substance at the time of its use by Tenant but shall thereafter be deemed to be-a Hazardous Substance. Tenant agrees to indemnify and hold harmless Landlord and each mortgagee of the Demised: Premises from and against any and all liabilities, damages, claims, losses, judgments, causes of action, costs and expenses (including reasonable attorneys' fees) which may be incurred by Landlord or any such mortgagee or threatened against Landlord or such mortgagee, relating to or arising out of any breach by Tenant of the terms of this Paragraph, said indemnity to survive the expiration or earlier termination of this Lease.

(b) Within thirty (30) days after receiving a written request therefor by Landlord, Tenant shall provide Landlord with: (i) its Standard. Industrial Classification Number (said Standard Industrial Classification number to be obtained by reference to the then current Standard Industrial Classification Manual prepared and published by the Executive Office of the President, Office of Management and Budget or the successor or such publications); and (ii) an opinion letter from the DEP (or such other agency or body as shall then have jurisdiction over ISRA matters) in a form reasonably satisfactory to Landlord's counsel, stating the IRSA does not then apply to Tenant, Tenant's use and occupancy of the Demised Premises, a Negative Declaration (as said term is defined in ISRA) duly approved by DEP or such other agency or body as shall then have jurisdiction over ISRA matters, or a Cleanup Plan (as said term is defined in ISRA) duly approved by DEP or such other agency or body as shall then have jurisdiction over ISRA matters.

27. REAL ESTATE TAXES. Commencing no earlier than the second year of the term hereof, upon receipt of written notification, Tenant shall pay, as additional rent, its proportionate share of the increased real estate taxes assessed or imposed on the property over the base year (base year shall be defined as the calendar year 1997). Such additional rent shall be paid with the same frequency as real estate tax is paid by Landlord. Landlord shall be entitled to the same remedies for non-payment of additional real estate taxes as for non-payment of rent. Tenant's liability for such increase in real estate taxes shall be imposed whether the increase is due to an increase in the tax rate or valuation or both. Tenant's proportionate share shall be determined by dividing the area of the Demised Premises by the total amount of leasable floor area in the building. Tenant's proportionate share is hereby defined as 3.17%.

28. MAINTENANCE. Commencing no earlier than the second year of the term hereof, upon receipt of written notification, Tenant shall. pay, as additional rent, its proportionate share of the increase in operating expenses incurred by Landlord over the base year (base year shall be defined as the calendar year 1997). Such additional rent is to be paid quarterly, and shall be determined by dividing the area of the Demised Premises by the total amount of area in the building. Landlord represents that Tenant's proportionate share of space in the Building is 3.17%. For purposes of this Lease, expenses for maintaining and operating the building shall mean and include those expenses incurred in respect to the operation and maintenance of the building (excluding real estate taxes) in accordance with accepted principles of sound management and accounting practices as applied to the operation and maintenance .of non-institutional, first class office buildings, including, but not limited to, expenses for heat, water, snow removal, landscaping, insurance and janitorial services.

29. CONDEMNATION AND EMINENT DOMAIN. (a) In the event of a taking for any public or quasi-public use or purpose, by any lawful power or authority, by exercise of the right of condemnation or eminent domain, or by agreement between Landlord and those having the authority to exercise such right (hereinafter called a "Taking") of the entire Demised Premises or such substantial portion thereof so that the balance of the Demised Premises is not suitable for the conduct of Tenant's normal business operations therein, then

this Lease .and the terms hereof shall cease and expire on the date of transfer of possession in connection with the Taking.

(b) In the event of a Taking of any portion of the Demised Premises as a result of which this Lease is not terminated as provided above, or a Taking of more than forty (40%) percent of the leasable space at the Building (whether or not any portion of Demised Premises is included-in the Taking), or a permanent denial or substantial impairment of adequate access to the Building and Demised Premises, then, in such event, Landlord or Tenant may, at its option, terminate this Lease by giving notice of termination to the other within sixty (60) days after receipt by Tenant of notice that the Taking twill occur, such notice of termination to be effective -as of the date of transfer of possession in connection with the Taking.

(c) In the event this Lease is not terminated pursuant to the terms of this Paragraph, then Landlord shall promptly commence and with due diligence continue to restore the portion of the Building and the Demised Premises remaining after the Taking to substantially the same condition and tenantability as existed immediately preceding the Taking, to the extent such restoration may be accomplished with the available net proceeds of the award or payment to Landlord in connection with the Taking. During the period of restoration by Landlord, if the Taking or such restoration shall cause a material adverse impact on Tenant's business at Demised Premises, basic annual rent and additional rent shall be abated and adjusted in an equitable fashion. Upon completion of the restoration, basic annual rent and additional rent shall also be abated and adjusted in such manner as shall be just and equitable. In the event that Landlord shall fail to commence such restoration as hereinabove required, or if such restoration shall not be completed within twelve (12) months from and after the date of transfer of possession in connection with Taking, then, in either such event, Tenant shall have the right, as its exclusive remedy, to terminate this Lease by notice to Landlord, such notice to specify the effective date of termination.

(d) Whether or not this Lease shall be terminated pursuant to the terms of this Paragraph, Tenant shall have the right in connection with any Taking to assert all claims available to it for loss of leasehold improvements, trade fixtures and equipment, moving expenses and such other items of loss or damage as Tenant shall suffer as a result of the Taking with respect to which Tenant shall, from time to time under applicable law, be permitted to make an independent claim, provided that such claim by Tenant will not reduce the award or payment to Landlord in connection with the Taking.

(e) Notwithstanding any provision of this Paragraph, in no event shall Landlord be obligated to expend, in connection with the repair or restoration of the Demised Premises pursuant to this Paragraph, any amount in excess of the award or payment in connection with the Taking. In the event that such award or payment shall be insufficient for the repair or restoration or in the event that Landlord's mortgagee shall apply all or any portion of such award of payment to the reduction of the indebtedness secured by such mortgage, then to the extent of such unavailable award or payment, Landlord shall be excused from the performance of repair or restoration work hereunder.

30. HOLDING OVER BY TENANT. If Tenant shall remain in possession of the Demised Premises after the conclusion of the term of this Lease (and any renewal terms), Tenant shall become a month-to-month tenant under the provisions herein provided, but at a monthly basic annual rental equal to one and one-half (1 1/2) times the basic annual rental as set forth in Paragraph 2 herein. However, the amount due for additional rental shall remain as set forth in this Lease. Such month-to-month tenancy shall then continue until terminated by either Landlord or Tenant, upon sixty (60) days prior written notice to the other party, but, in any event, such termination shall not occur on a date other than the last day of a calendar month.

31. RIGHT TO EXHIBIT Tenant agrees to permit Landlord and Landlord's agents, employees or other representatives to show the premises to persons wishing to rent or purchase the same on and after six (6) months next preceding the expiration of the term hereof.

32. BROKER'S COMMISSION. The parties hereto hereby agree that Jacobson, Goldfarb & Tanzman Associates, L.L.C. acted as the broker in this matter. Landlord shall be responsible for payment of the broker's commission to the above named broker. Landlord hereby indemnifies and holds Tenant harmless for any and all claims by other brokers in connection with this transaction, based on the claim by such brokers that they dealt with Landlord in connection with this transaction. Tenant hereby indemnifies and holds harmless Landlord for any and all claims by other brokers that they dealt with Tenant in connection with this transaction.

33. OPTIONAL RENEWAL PERIOD. Tenant shall have the right to renew the within Lease for one (1) term of five (5) years, consecutive with the term herein provided, at 95% if the "fair market rent". Tenant shall give the Landlord no less than twelve (12) months prior written notice by Certified Mail, Return Receipt Requested, of Tenant's intention to exercise the option to renew.

34. OPTIONAL RENEWAL PERIOD - RENT. The "fair market rent" shall be determined as' follows: Landlord shall notify Tenant of Landlord's opinion of the fair market rent for the Renewal Period at least twelve (12) months prior to the end of the then current term hereof. If Tenant disputes Landlord's opinion, Tenant shall, within thirty (30) days after receiving Landlord's said notice, by written notice to-Landlord, either withdraw its exercise of its renewal option or notify Landlord that Tenant elects arbitration in accordance with then prevailing Rules of Commercial Arbitration of the American Arbitration Association. The said Association shall designate an appraiser familiar with commercial buildings located in the Essex County, New Jersey area. The arbitrator shall, after hearing testimony from the parties and their expert witnesses, have the authority to fix and determine the fair market rent for the Renewal Period. Each party shall pay the cost and expenses of it's own expert witnesses and attorneys fees, and the cost of the arbitration shall be shared equally by the parties.

35. ESTOPPEL CERTIFICATES. If, at any time after the commencement of the term hereof, Landlord or Tenant shall make written request therefor, Landlord or Tenant shall, within ten (10) days after such request, deliver to the other a written instrument, duly executed

by Landlord or Tenant, certifying, if such be the case: (i) that this Lease is in force and effect; (ii) that this Lease has not been modified, amended or supplemented or specifying the modification amendment or supplement; (iii) that Tenant or Landlord, as the case may be, is not in default hereunder, or if it is then in default, specifying the nature of the default and whether or not the time period for curing same has expired; (iv) the date or dates through which basic annual rent and additional. rent have been paid; and (v) that there are no offsets or deductions against basic annual rent or additional rent, or if any are claimed, specifying the amount thereof and the basis therefor.

36. GOVERNING LAW. This Lease, and the rights and obligations of the parties thereto, shall be interpreted and construed in accordance with the laws of the State of New Jersey.

37. PARTIAL INVALIDITY. If any provision of this Lease shall be determined by-a court of competent jurisdiction to be invalid, such determination shall not affect any of the other provisions of this Lease and such other provisions shall remain in full force and effect. If any provision of this Lease shall be capable of two construction, one of which would render the provision valid and the other of which would 'render it invalid, then such provision shall have the construction and meaning which would render it valid.

38. NOTICES. All notices required under the terms of this Lease shall be given and shall be complete by mailing such notices by certified or registered mail, return receipt requested, to the address of the parties as shown at the head of this Lease, or to such other address as may be designated in writing, which notice of change of address shall be given in the same manner.

39. TITLE AND QUIET ENJOYMENT. Landlord covenants and represents that Landlord is the owner of the Premises herein leased and has the right and authority to enter into, execute and deliver this Lease; and does further covenant that Tenant on paying the rent and performing the conditions and covenants herein contained, shall and may peaceably and quietly have, hold and enjoy the Premises commencing when Landlord's Work as described in Paragraph 42 is completed, and continuing for the term aforementioned.

40. ENTIRE CONTRACT. This Lease contains the entire contract between the parties. No representative, agent or employee of Landlord has been authorized to make any representations or promises with references to the within letting or to vary, alter or modify the terms hereof. No additions, changes or modifications, renewals or extensions hereof, shall be binding unless reduced to writing and signed by Landlord and Tenant.

41. PARKING. Landlord shall provide Tenant with four (4) unreserved parking spaces per 1,000 rentable square feet, which shall include visitor parking.

42. LANDLORD'S WORK. Landlord shall prepared the Demised Premises in accordance with Exhibit B attached hereto, at Landlord's sole cost and expense.

43. The Landlord may pursue the relief or remedy sought in any invalid clause, by conforming the said clause with the provisions of the statutes or the regulations of any governmental agency in such case made and provided as if the particular provisions of the applicable statutes or regulations were set forth herein at length.

44. In all references herein to any parties, persons, entities or corporations the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require. All the terms, covenants and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs, executors, administrators, personal or legal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written.

WITNESS:    LIVINGSTON CORPORATE PARK ASSOCIATES, L.L.C. - LANDLORD

                            By: /s/ S. Fisch
                                ----------------------------
                                S. Fisch, Member

            U.S. OPPORTUNITY SEARCH, INC. -TENANT


                            By: /s/ Leonard Osser
                                ----------------------------
                                LEONARD OSSER, PRESIDENT

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

The Employment Agreement dated as of March 31, 1995 between Leonard Osser and Milestone Scientific Inc (formerly U.S. Opportunity Search, Inc.) (the "Employment Agreement") shall be amended as set forth below. Capitalized terms not defined herein shall have the meanings ascribed to them in the Employment Agreement.

(1) ss. 1 "Term of Agreement" shall be deleted and be replaced with the following paragraph:

"1. Term of Agreement. Subject to the terms and conditions hereof, the Company employs Executive and Executive accepts such employment for the period commencing on April 1, 1995 and, unless terminated as provided in
Section 6 herein, terminating March 31, 2000 (the "Employment Term")."

(2) The non-competition period at the end of the Employment Term shall be extended by revising the first clause of ss.7(b) to read as follows:

"(b) During the Employment Terms and for a period of two years thereafter..."

IN WITNESS WHEREOF, the parties have executed this Amendment on February 25, 1997.

MILESTONE SCIENTIFIC INC.

By: /s/ Leonard Osser & Stephen A. Zelnick
    --------------------------------------
        Leonard Osser & Stephen A. Zelnick

/s/ Leonard Osser
-----------------
LEONARD OSSER

EXHIBIT 10.5

FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT

This Agreement is made and entered into on the 1st day of July 1996 between GKN Securities Corp. ("GKN" or the "Consultant") and US Opportunity Search, Inc. (the "Company").

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The Company hereby engages Consultant hereof to render financial consulting and investment banking advice to the Company upon the terms and conditions set forth herein.

2. This Agreement shall commence on July 1, 1996 and continue for a term of twenty-four (24) months.

3. During the term of this Agreement, Consultant shall provide the Company with such regular and customary financial consulting advice as is reasonably requested by the Company, provided that Consultant shall not be required to undertake duties not reasonably within the scope of this Agreement. It is understood and acknowledged by the parties that the value of Consultant' advice is not readily quantifiable, and that although Consultant shall be obligated to render the advice contemplated by this Agreement upon the reasonable request of the Company, in good faith, Consultant shall not be obligated to spend any specific amount of time in so doing. Consultant' duties may include, but will not necessarily be limited to, providing recommendations concerning the following financial and related matters:

(a) Disseminating information about the Company to the investment community at large;

(b) Rendering advice and assistance in connection with the preparation of annual and interim reports and press releases;

(c) Assisting in the Company's financial public relations;

(d) Arranging, on behalf of the Company, at appropriate times, meetings with securities analysts;

(e) Rendering advice with regard to internal operations, including:

(i) the formation of corporate goals and their implementation;
(ii) the Company's financial structure and its divisions or subsidiaries;
(iii) securing, when and if necessary and possible, additional financing through banks and/or insurance companies; and
(iv) corporate organization and personnel; and

(f) Rendering advice with regard to any of the following corporate finance matters:

(i) changes in the capitalization of the Company;
(ii) changes in the Company's corporate structure;
(iii) redistribution of shareholdings of the Company's stock;
(iv) offerings of securities in public and private transactions;
(v) alternative uses of corporate assets;
(vi) structure and use of debt; and
(vii) sales of stock by insiders pursuant to Rule 144 or otherwise.

In addition to the foregoing, upon Company's request, Consultant agrees to furnish advice to the Company in connection with (A) the acquisition of and/or merger with other companies, the sale of the Company itself, or any of its assets, subsidiaries or affiliates, or similar type of transaction (hereinafter referred to as a "Transaction"), and (B) financings from financial institutions, including but not limited to lines of credit, performance bonds, letters of credit, loans or other financings (hereinafter referred to as a "Bank Financing").

Consultant shall also render such other financial consulting and/or investment banking services ("Other Services") as may from time to time be agreed upon by Consultant and the Company.

4. The Company shall pay Consultant the following compensation:

(a) upon execution of this Agreement, the Company is issuing to GKN (or its designees) warrants ("Warrants") to purchase 250,000 shares of the Company's Common Stock, exercisable for a period of three years commencing on the date hereof at an exercise price of $6.50 per share. The Warrants are fully earned by GKN as of the execution of this Agreement and may not be terminated by the Company for any reason. The Warrants are evidenced by a warrant agreement(s) in the form of Exhibit A hereto; and

(b) such fees as may be mutually agreed upon with respect to Transactions, Bank Financings and Other Services.

5. Intentionally Omitted.

6. In addition to the fees payable hereunder, the Company shall reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred in connection with the services performed by Consultant pursuant to this Agreement, promptly after submission to the Company of appropriate evidence of such expenditures; provided, however, that any single expense or group of related expenses of more than $1,000 shall require prior written approval from the Company.

7. (a) The Company acknowledges that all opinions and advice (written or oral) given by Consultant to the Company in connection with Consultant's engagement are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity other than the Company shall be entitled to make use of or rely upon the advice of Consultant to be given hereunder, and no such opinion or advice shall be used for any manner or for any purpose, nor may the Company make any public references to Consultant, or use the Consultant's name in any annual reports or any other reports or releases of the Company, without Consultant's prior written consent.

(b) The Company acknowledges that Consultant makes no commitment to make a market in the Company's securities, to recommend or advise its clients to purchase the Company's securities, or to prepare research or corporate finance reports.

8. Consultant will hold in confidence any confidential information which the Company provides to Consultant pursuant to this Agreement which is designated by an appropriate stamp or legend as being confidential. Notwithstanding the foregoing, Consultant shall not be required to maintain confidentiality with respect to information (i) which is or becomes part of the public domain not due to the breach of this Agreement by Consultant; (ii) of which it had independent knowledge prior to disclosure; (iii) which comes into the possession of Consultant in the normal and routine course of its own business from and through independent non-confidential sources; or (iv) which is required to be disclosed by Consultant by laws, rules or regulators. If Consultant is requested or required to disclose any confidential information supplied to it by the Company, Consultant shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

9. The Company acknowledges that Consultant or its affiliates are in the business of providing financial services and consulting advice to others. Nothing herein contained shall be construed to limit or restrict Consultant in conducting such business with others, or in rendering such advice to others.

10. The Company recognizes and confirms that, in advising the Company hereunder, Consultant will use and rely on data, material and other information furnished to Consultant by the Company, without independently verifying the accuracy, completeness or veracity of same.

11. The Company agrees to indemnify and hold harmless GKN, it employees, agents, representatives and controlling persons from and against any and all losses, claims, damages, liabilities, suits, actions, proceedings, costs and expenses (collectively, "Damages"), including, without limitation, reasonable attorney fees and expenses, as and when incurred, if such Damages were directly or indirectly caused by, relating to, based upon or arising out of the rendering by GKN of services pursuant to this Agreement, so long as GKN shall not have engaged in intentional or willful misconduct, or shall have acted grossly negligently, in connection with the services provided which form the basis of the claim for indemnification. This paragraph shall survive the termination of this Agreement.

12. Consultant shall perform its services hereunder as an independent contractor and not as an employee or agent of the Company or any affiliate thereof. Consultant shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing from time to time.

13. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No provision of this Agreement may be amended, modified or waived, except in a writing signed by both parties. This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors, legal representatives and assigns. This Agreement may be executed in counterparts. In the event of any dispute under this Agreement, then and in such event, each party agrees that the same shall be submitted to the American Arbitration Association ("AAA") in the City of New York, for its decision and determination in accordance with its rules and regulations then in effect. Each of the parties agrees that the decision and/or award made by the AAA may be entered as judgment of the Courts or the State of New York, and shall be enforceable as such. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

GKN SECURITIES CORP.                US OPPORTUNITY SEARCH, INC.



By:  /s/ Deborah Novick             By: /s/ Leonard Osser
     ------------------                 -------------------
         Deborah S. Novick                  Leonard Osser

EXHIBIT 10.6

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN
THIS WARRANT EXCEPT AS HEREIN PROVIDED.

VOID AFTER 5:00 P.M. EASTERN TIME, JUNE 30, 1999

WARRANT

For the Purchase of

_________________ Shares of Common Stock

of

US OPPORTUNITY SEARCH, INC.

1. Warrant.

THIS CERTIFIES THAT, in consideration of $10.00 and other good and valuable consideration, duly paid by or on behalf of __________________ ("Holder"), as registered owner of this Warrant, to US Opportunity Search, Inc. ("Company"), Holder is entitled, at any time or from time to time at or after July 1, 1996 ("Commencement Date"), and at or before 5:00 p.m., Eastern Time June 30, 1999 ("Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to _____________________________________ (_______) shares of Common Stock of the Company ("Common Stock"). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $6.50 per share of Common Stock purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context, of a share of Common Stock. The term "Securities" shall mean the shares of Common Stock issuable upon exercise of this Warrant.

2. Exercise.

2.1 Exercise Form. In order to exercise this Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Warrant

and payment of the Exercise Price for the Securities being purchased. If the subscription rights represented hereby shall not be exercised at or before 5:00
p.m., Eastern time, on the Expiration Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2 Legend. Each certificate for Securities purchased under this Warrant shall bear a legend as follows, unless such Securities have been registered under the Securities Act of 1933, as amended ("Act"):

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law."

2.3 Conversion Right.

2.3.1 Determination of Amount. In lieu of the payment of the Exercise Price in cash, the Holder shall have the right (but not the obligation) to convert this Warrant, in whole or in part, into Common Stock ("Conversion Right"), as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Warrant being converted at the time the Conversion Right is exercised by (y) the Exercise Price. The "Value" of the portion of the Warrant being converted shall equal the remainder derived from subtracting (a) the Exercise Price multiplied by the number of shares of Common Stock being converted from (b) the Market Price of the Common Stock multiplied by the number of shares of Common Stock being converted. As used herein, the term "Market Price" at any date shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it.

2.3.2 Exercise of Conversion Right. The Conversion Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Holder will purchase pursuant to such conversion.

3. Transfer.

3.1 General Restrictions. The registered Holder of this Warrant, by its acceptance hereof, agrees that it will not sell, transfer or assign or hypothecate this Warrant to anyone except upon compliance with, or pursuant to exemptions from, applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with this Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall immediately transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

3.2 Restrictions Imposed by the Securities Act. This Warrant and the Securities underlying this Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Act, and applicable state law, the availability of which is established to the reasonable satisfaction of the Company, or (ii) a registration statement relating to such Securities has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

4. New Warrants to be Issued.

4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with the duly executed exercise or assignment form and funds (or conversion equivalent) sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this Warrant in the name of the Holder evidencing the right of the Holder to purchase the aggregate number of shares of Common Stock and Warrants purchasable hereunder as to which this Warrant has not been exercised or assigned.

4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and of reasonably satisfactory indemnification, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

5. Registration Rights.

5.1 "Piggy-Back" Registration.

5.1.1 Grant of Right. The Holders of this Warrant shall have the right for a period of seven years from the Commencement Date to include all or any number of the shares of Common Stock underlying this Warrant (collectively, the "Registrable Securities") as part of any

registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without materially and adversely affecting the entire offering, the Company shall nevertheless register all or any portion of the Registrable Securities required to be so registered but such Registrable Securities shall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company proposed to be sold by said selling stockholders, including all holders of the Registrable Securities.

5.1.2 Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the "piggy-back" rights provided for herein by giving written notice, within twenty days of the receipt of the Company's notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above "piggyback" rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. Nothing contained in this Warrant shall be construed as requiring any Holder to exercise this Warrant or any part thereof prior to the initial filing of any registration statement or the effectiveness thereof.

5.2 General Terms

5.2.1 Indemnification.

(a) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders or underwriters or persons deemed to be underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim

whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, in writing, for specific inclusion in such registration statement.

(b) If any action is brought against a party hereto, ("Indemnified Party") in respect of which indemnity may be sought against the other party ("Indemnifying Party"), such Indemnified Party shall promptly notify Indemnifying Party in writing of the institution of such action and Indemnifying Party shall assume the defense of such action, including the employment and fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of such action, or (ii) Indemnifying Party shall not have employed counsel to defend such action, or (iii) such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which may result in a conflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified Party shall be borne by Indemnifying Party. Notwithstanding anything to the contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying Party shall not be liable for any settlement of any such action effected without its written consent.

(c) If the indemnification or reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party, to contribute to the amount paid or payable by such Indemnified Party (i) in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of Indemnifying Party and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by a Holder exceed the profit, if any, earned by such Holder as a result of the exercise by him of the Warrants and the sale by him of the underlying shares of Common Stock.

(d) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

5.2.2 Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

5.2.3 Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each Underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or Underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.

6. Adjustments

6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of shares of Common Stock underlying this Warrant shall be subject to adjustment from time to time as hereinafter set forth:

6.1.1 Stock Dividends - Recapitalization, Reclassification, Split-Ups. If, after the date hereof, and subject to the provisions of Section 6.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares of Common Stock or by a split-up, recapitalization or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to such increase in outstanding shares.

6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares of Common Stock is decreased by a

consolidation, combination or reclassification of shares of Common Stock or other similar event, then, upon the effective date thereof, the number of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares.

6.1.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

6.1.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2, 6.1.3 and this Section 6.1.4. The provisions of this
Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

6.1.5 Changes in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of shares of Common Stock and Warrants as are stated in the Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrants reflecting a required or permissive change shall not be deemed to waive any rights to a prior adjustment or the computation thereof.

6.2 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights.

7. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Warrants shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges (or, if applicable on Nasdaq) on which the Common Stock is then listed and/or quoted.

8. Certain Notice Requirements.

8.1 Holder's Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be.

8.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a merger or reorganization in which the Company is not the surviving party, or (iv) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed.

8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change ("Price Notice"). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company's President and Chief Financial Officer.

8.4 Transmittal of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed to have been duly made on the date of delivery if delivered personally or sent by overnight courier, with acknowledgment of receipt by the party to which notice is given, or on the fifth day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows: (i) if to the registered Holder of this Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to its principal executive office.

9. Miscellaneous.

9.1 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

9.2 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.3 Binding Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

9.4 Governing Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the law of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

9.5 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right

of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the 1st day of July 1996.

US OPPORTUNITY SEARCH, INC.

By:__________________________________
Name:
Title:

Form to be used to exercise Warrant:

Date: _____________________, 19___

The undersigned hereby elects irrevocably to exercise the within Warrant and to purchase ________ shares of Common Stock of _________________________ and hereby makes payment of $____________ (at the rate of $_________ per share of Common Stock) in payment of the Exercise Price pursuant thereto. Please issue the Common Stock as to which this Warrant is exercised in accordance with the instructions given below.

or

The undersigned hereby elects irrevocably to convert its right to purchase ____________ shares of Common Stock purchasable under the within Warrant into __________ shares of Common Stock of __________________________________________ (based on a "Market Price" of $________ per share of Common Stock). Please issue the Common Stock in accordance with the instructions given below.

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name ________________________________________________________

(Print in Block Letters)

Address ________________________________________________________ Form to be used to assign Warrant:

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Warrant):

FOR VALUE RECEIVED, ________________________________ does hereby sell, assign and transfer unto _________________________________ the right to purchase _____________________ shares of Common Stock of _________________________________ ("Company") evidenced by the within Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:____________________, 19___

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever.

EMPLOYMENT AGREEMENT

AGREEMENT made this 1st day of November, 1996, by and between U.S. Opportunity Search, Inc., a Delaware Corporation (the "Company"), and Gregory Volok (the "Employee").

WHEREAS, the Company and Princeton PMC, Inc. ("PMC"), the Employee's present employer, are parties to a consultant agreement dated March 12, 1996 (the "Consultant Agreement"), and they have agreed to terminate the Consultant Agreement as of the date hereof; and

WHEREAS, the Company desires to employ the Employee as its most senior executive officer other than the President of the Company, and the Employee is willing to be employed, upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. Positions and Responsibilities.

1.1 The Company shall employ the Employee, and the Employee shall accept employment, as its Executive Vice-President, namely, the most senior executive officer of the Company other than the President of the Company. The Employee shall have overall responsibility for the operations of the Company and power and authority over all employees other than the President of the Company. The Employee shall report directly to the President and the Board of Directors of the Company (the "Board") and shall perform such duties commensurate with his position as Executive Vice-President of the Company and the responsibilities set forth above as the President and the Board shall direct. The Employee shall hold such positions with the Company's subsidiaries, if any, to which, from time to time, he may be elected or appointed during the

term of this Agreement. As used hereinafter, unless the context otherwise requires, the term "Company" shall mean the Company and its subsidiaries.

1.2 The Employee shall devote his best efforts, and all of his business time, to the business and affairs of the Company and to the promotion of its interests.

1.3 The Company shall use its best efforts to cause the Employee to be elected to the Board, but both parties recognize that nominations and elections to the Board are decisions to be made by the stockholders or the Board, as the case may be, and not by the Company.

2. Term of Employment.

2.1 The term of employment hereunder shall be five (5) years, commencing on the date hereof (the "Term"), unless sooner terminated as provided in this Agreement.

2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right, on written notice to the Employee, to terminate the Employee's employment for Cause, such termination to be effective as of the date on which notice is given or as of such later date as may be otherwise specified in the notice; provided, however, that the Company shall give the Employee an opportunity to cure such Cause, if it is curable, on seven (7) days written notice.

2.3 For purposes of this Agreement, the term "Cause" shall mean any of the following actions by the Employee: (a) failure to comply with any of the material terms of this Agreement; (b) engagement in grossly negligent or willful misconduct injurious to the Company; (c)

dishonesty or disloyalty to the Company; or (d) the Employee's conviction of a felony or the Employee's plea of nolo contendere to a felony.

3. Compensation.

3.1 Subject to Section 3.2 hereof, the Employee shall receive a salary at the rate of $120,000 per annum from the Company, payable in installments of $10,000 at the end of each month. In addition, the Employee shall be entitled to (a) medical and dental benefits at the same level as he presently receives at his current employment, i.e., Pennsylvania Blue Cross and Blue Shield - Personal Choice No. 5 and Delta Dental; and (b) the use of an automobile owned or leased by the Company.

3.2 If and when the Board determines that the Employee's performance equals or exceeds the Company's expectations and adds value to the Company, as measured by the Company's net profits and other relevant criteria, the Board shall grant the Employee incentive stock options under the Company's stock option plan, the number of options and the terms thereof to be in the Board's sole discretion.

3.3 The Employee shall be entitled to reimbursement for direct out-of-pocket expenses (such as, for example, travel expenses, including coach airfare, and moderately priced hotels) incurred by the Employee in performing services for the Company by presenting to the Company receipts, vouchers or other evidence of such expenses.

4. Death; Incapacity.

4.1 If, during the Term, because of illness or other incapacity, the Employee shall fail for a period of sixty (60) consecutive days to render the services contemplated hereunder, then the Company, at its option, may

terminate this Agreement by written notice to the Employee as hereinafter provided. In the event of such termination, the Employee shall no longer be entitled to his then current salary, but for a period of ninety (90) days after such termination and, to the extent permitted by any applicable employee benefit arrangement or plan (or otherwise required by law), the Company shall permit the Employee to continue to participate for such period in any employee benefit arrangement or Plan in which he is participating at the time of such termination.

4.2 If the Employee dies during the Term, his employment shall terminate effective as of the date of death.

5. Employee Not To Use Certain Information. The Employee has advised the Company that he is subject to certain agreements or restrictions as follows:
(a) an agreement with Dentsply International ("Dentsply"), dated November 1, 1980; (b) a Dentsply International, Inc., Corporate Finance Manual of Policy and Procedure effective May 1983; (c) A Dentsply Equipment Division Memorandum, dated August 2, 1990 entitled "Conflict of Interest" and attachments; and (d) a revised Conflict of Interest Memorandum dated June 14, 1991 (collectively referred to as the "Dentsply Restrictions"). The Employee has further advised the Company that none of the restrictions or limitations on his activities in the Dentsply Restrictions apply to any rights, responsibilities, duties or obligations of the Employee under this Agreement, and the Employee agrees and warrants that he will not violate any of the restrictions or limitations contained in the Dentsply Restrictions in performing his duties or obligations under this Agreement, nor will the Employee use in such employment any of Dentsply's unpublished, confidential, proprietary or secret information.

6. Other Activities During Employment.

6.1 Except for his employment by the Company, the Employee shall not during the Term undertake or engage in any other employment, occupation or business enterprise to which the Employee devotes any time; provided, however, that the foregoing shall not be deemed to prohibit the Employee from investing in securities of any other company engaged in a business which does not compete, directly or indirectly, with the Company so long as such investment holdings do not, in the aggregate, constitute more than 90% of such other company's securities.

6.2 During the Term, neither the Employee nor any entity in which he may be interested as a partner, trustee, director, officer, employee, shareholder, option holder, lender of money or guarantor, shall be engaged directly or indirectly in any business competitive with that of the Company or any subsidiary of the Company (whether or not the Employee renders service to such subsidiary); provided, however, that the foregoing shall not be deemed to prohibit the Employee from investing in securities of any other company engaged in a business which does not compete, directly or indirectly, with the Company, so long as such investment holdings do not, in the aggregate, constitute more than 90% of such other company's securities.

6.3 The Employee shall not at any time during the Term or after the termination hereof directly or indirectly divulge, furnish, use, publish or make accessible to any person or entity any Confidential Information (as hereinafter defined). Any records of Confidential Information prepared by the Employee or which come into the Employee's possession during the Term are and shall remain the property of the Company and upon termination of the Employee's employment all such records and copies thereof shall be either left with or returned to the Company.

6.4 The term "Confidential Information" shall mean information disclosed to the Employee or known, learned, created or observed by him as a consequence of or

through his employment by the Company, not generally known in the relevant trade or industry, about the Company's business activities, services and processes, including but not limited to information concerning advertising, sales promotion, publicity, sales data, research, printed matter, photographs, films, reproductions, layout, finances, accounting, methods, processes, trade secrets, business plans, client or supplier lists and records, potential client or supplier lists, and client or supplier billing.

7. Post Employment Activities.

7.1 For a period of eighteen (18) months after termination of his employment hereunder, regardless of the reason for such termination, neither the Employee nor any entity in which he may be interested as a partner, trustee, director, officer, employee, shareholder, option holder, lender or guarantor, shall be engaged directly or indirectly in any business which is competitive with the Company or any subsidiary of the Company (whether or not the Employee renders service to such subsidiary); provided, however, that the foregoing shall not be deemed to prevent the Employee from investing in securities of any other company having a class of securities which is publicly traded, so long as such investment holdings do not, in the aggregate, constitute more than 5% of any class of such other company's securities.

7.2 The Employee acknowledges that he has been employed for his special talents and that his leaving the employ of the Company would seriously hamper the business of the Company. In addition to all remedies permitted by law or in equity and without limiting any injunctive or other relief to which the Company may be entitled in respect of any obligation of the Employee, the Company shall be entitled to injunctive relief to enforce the provisions of Sections 5 and 6 hereof.

7.3 The Employee will not, during the period of eighteen (18) months after termination of his employment, regardless of the reason for such termination, either in the Employee's individual capacity or as agent for another, hire or offer to hire or entice away any person who has been an officer, employee, or agent of the Company at any time during the immediately preceding year or in any other manner persuade or attempt to persuade any of such persons to discontinue their relationship with the Company or any of its subsidiaries nor divert or attempt to divert from the Company or any of its subsidiaries any business whatsoever by influencing or attempting to influence any customer or supplier of the Company or any of its subsidiaries to diminish or discontinue its business with the Company or such subsidiary.

8. Assignment. This Agreement shall not be assignable by the Company except (i) to a corporation or other entity controlling, controlled by or under common control with the Company or (ii) to a successor to all or substantially all of the business of the Company. This Agreement shall inure to the benefit of and be binding upon the Company, its permitted successors and permitted assigns, and upon the Employee and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by the Employee.

9. No Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement, except as provided in Section 7 hereof.

10. Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

11. Indemnification.

11.1 The Company agrees to defend, indemnify and hold harmless the Employee with respect to matters arising in connection with his employment by the Company or his services as a director of the Company to the fullest extent permitted by the Delaware General Corporation Law or, in the case of subsidiaries of the Company, the corporation law of the applicable jurisdiction of incorporation.

11.2 The Employee agrees to defend, indemnify and hold harmless the Company with respect to any liability, damages or claim against the Company that may arise as a result of any breach of any of the Employee's agreements and warranties contained in Sections 5, 6 and 7 hereof, including payment of all attorneys' fees and costs and expenses arising from any claim against the Company concerning the subject matters of such agreements and warranties; provided, however, that the Company shall be responsible for 30% of its own attorneys' fees so incurred.

12. Interpretation. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision were not contained herein. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing so as to be enforceable to the extent compatible with the applicable law as in effect at the time.

13. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given at the time when mailed by registered or certified mail, addressed to the address below stated of the party to which notice is given, or to such changed address as such party may have fixed by notice:

To the Company:   44 Kean Road
                  Short Hills, N.J. 07078

To the Employee:  172 Laurie Lane
                  Philadelphia, PA  19115

provided, however, that any notice of change of address shall be effective only upon receipt.

14. Waivers. Either party may waive compliance with or breach of any provision of this Agreement, and, in such event, such party shall not thereby be deemed to have waived any other breach of any other provision of this Agreement.

15. Complete Agreement; Amendments. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and may not be amended, supplemented, canceled or discharged except by written instrument executed by both parties hereto.

16. Governing Law. This Agreement is to be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to principles of conflicts of law.

17. Submission To Jurisdiction. In the event any of the parties hereto shall commence any legal proceeding with respect to this Agreement, each of them agrees to submit themselves to the jurisdiction of the courts of the State of New Jersey and the United States District Court for the District of New Jersey for the resolution of any dispute in connection with or arising out of this Agreement and the transactions contemplated hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

MILESTONE SCIENTIFIC INC.

By: /S/ Leonard Osser
    -----------------------------------
      Name:  Leonard Osser
      Title: President




/S/ Gregory Volok
---------------------------------------
  Gregory Volok

EMPLOYMENT AGREEMENT

AGREEMENT made as of December 23, 1996 by and between Sagacity I, Inc., a Delaware corporation, with executive offices at 151 South Pfingsten Road, Deerfield, Illinois 60015 (the "Company"), and Joel D. Warady residing at 108 South Boulevard, Evanston, Illinois 60202 (the "Employee").

W I T N E S S E T H:

WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to remain in the employ of the Company, on the terms and conditions hereinafter set forth,

NOW, THEREFORE, it is agreed as follows:

1. Employment.

(a) The Company hereby employs the Employee as its President and chief operating officer, and the Employee hereby agrees to his employment by the Company in such capacity on a full-time basis. The Employee shall be responsible for the day-to-day operating control of the Company's business, subject to the supervision and control of the Company's Board of Directors and its chief executive officer. In addition, the Employee shall hold such other positions in the Company or its subsidiaries, and shall perform such other duties of a responsible nature for the Company or its subsidiaries as the Company's Board of Directors or its chief executive officer may from time to time reasonably determine. The Employee shall devote all of his business time, attention and energy to his duties and to the business affairs of the Company, and shall not engage, directly or indirectly, in any other business, employment or occupation

(b) The Employee shall not be required to relocate outside the greater Chicago metropolitan area, it being understood that nothing herein contained shall prohibit the Company from requiring the Employee to travel to suppliers and customers outside such area as and when necessary or appropriate for business purposes.

2. Term. The term of this Agreement (the "Term") shall be for a period of three (3) years, commencing on the date of this Agreement (the "Commencement Date") and ending at the close of business immediately before the third anniversary of the Commencement Date, unless the parties elect to renew the Term for additional periods of one (1) year each.

3. Salary, Fringe Benefits and Allowances.

(a) The Employee shall receive a salary at the annual rate of $105,000 during the term of this Agreement. The salary hereunder shall be payable at such regular times and intervals as the Company customarily pays its employees from time to time, but no less frequently than twice a month.

(b) The Employee shall participate on the same basis as other employees of the Company participate in its existing or future employee benefit programs, if any.

(c) The Employee shall be entitled to a paid vacation of not less than fifteen (15) work days for each year of the term of this Agreement; provided, however, all vacations shall be taken at a time or times that minimize any interference with the proper performance of the Employee's duties for the Company. The Employee shall be entitled to the benefits of the Company's personnel policies involving sick leave and holidays.

(d) The Company shall provide payment for the rental expense of an automobile to be used by the Employee in the business of the Company, not to exceed $500 per month, and for other ordinary and necessary expenses incurred by him on behalf of the Company, as promptly as practical after his presentation to the Company of receipts or other reasonable proof of disbursements.

4. Stock Bonus. Within ninety (90) days after the end of each calendar year commencing during the Term, the Company shall pay to the Employee the stock bonus shown in the table below in shares of common stock of U.S. Opportunity Search Inc. ("USOS"), based upon the Company's net income before federal income taxes for such calendar year, determined in accordance with generally accepted accounting principles consistently applied:

For the purpose of calculating the Company's net income, its revenue shall be charged with state and local income or franchise taxes and the Company's pro rata share of all overhead and indirect expenses borne by USOS for the Company's account or for its benefit.

5. Termination of Employment.

(a) If the Employee dies, becomes "permanently disabled", resigns or is dismissed for "cause", his rights to salary, fringe benefits and allowances as set forth in paragraph 3 hereof, and his rights to the stock bonus in paragraph 4 hereof, shall automatically cease, except that the Employee shall not forfeit the salary and fringe benefits accrued prior thereto.

(b) As used herein, the term "cause" shall mean the Employee's commission of a material act of fraud or dishonesty or a crime involving money or other property of the Company, the Employee's conviction of a felony involving moral turpitude or a plea of guilty or nolo contendere to a felony indictment, the Employee's unauthorized or illegal use of narcotics, illegal drugs or other controlled substances, a material breach by the Employee of this Agreement and/or an additional act of insubordination by the Employee following his receipt of notice that he has been insubordinate. As used herein, the terms "permanently disabled" or "permanent disability" shall mean and refer to the inability of the Employee to perform substantially all of the duties required of him by this Agreement by reason of his physical or mental incapacity for a period of one hundred eighty (180) or more days.

(c) If the Company dismisses the Employee for cause, it shall give the Employee written notice of such dismissal and of the facts constituting such cause. The Employee shall have the right to challenge such dismissal by instituting a proceeding in arbitration before the American Arbitration Association ("AAA") in New York City to determine the Company's dismissal of the Employee for cause was warranted under the terms of this Agreement. If the Company institutes the arbitration proceeding, it shall be conducted before the AAA in Chicago. If the arbitrator determines that the Employee was dismissed without cause, as defined in this Agreement, the Employee shall be entitled to recover from the Company all salary and fringe benefits (if any) and the stock bonus which would have been payable to him under this Agreement, but were not paid to him following his dismissal, plus his legal fees and the costs of the arbitration proceeding. If the arbitrator determines that the Employee was dismissed for cause, as defined in the Agreement, the Employee shall pay to the Company such damages as the Company incurred because of the Employee's actions, plus its legal fees and the costs of the arbitration proceeding.

6. Company Property. Any written material, mailing list, program, discovery, process, design, invention or improvement which the Employee composes, compiles, makes or develops during his employment by the Company shall belong to the Company and shall be promptly disclosed to the Company. During the Employee's employment and thereafter, the Employee shall, without additional compensation, execute and deliver to the Company any instruments of transfer and take such other action as the Company may reasonably request to carry out the provisions hereof, including filing, at the Company's expense, patent or copyright applications for any invention or writing covered hereby and assigning the applications to the Company.

7. Confidential Information. The Employee shall not, either during the term of employment by the Company or thereafter, disclose to anyone (except in the regular course of the Company's business), or use in competition with the Company or its subsidiaries, any information acquired by the Employee during the period of his employment by the Company, with respect to any confidential, proprietary or secret aspect of the affairs of the Company or any subsidiary of the Company, including but not limited to the requirements of and terms of dealings with existing or potential suppliers, dealers and customers and the methods of doing business, all of which the Employee acknowledges are confidential and proprietary to the Company or its subsidiaries, as the case may be.

8. Competition; Recruitment.

(a) The Employee shall not, at any time during his employment or, to the extent described below, after the termination of his employment,

(i) engage or become interested (as owner, stockholder, partner, director, officer, employee, consultant or otherwise) in any business which is competitive with the business conducted by the Company or any of its divisions or subsidiaries at the time of the termination of his employment, or

(ii) recruit, solicit for employment, hire or engage any employee or consultant of the Company or any person who was an employee or consultant of the Company within six (6) months prior to the termination of the Employee's employment.

If the Employee's employment is terminated by the Company without cause, the prohibitions herein contained shall continue as long as the Company continues to pay his salary and fringe benefits hereunder. If the Employee's employment terminates because the Company declined to renew the term of this Agreement, the prohibitions herein contained shall continue for six (6) months after such termination. If the Employee declined to renew the term of this Agreement or if the Employee's employment is terminated for cause, the prohibitions herein contained shall continue for one (1) year after such termination.

(b) The Employee acknowledges that these provisions are necessary for the Company's protection and are not unreasonable, since he would be able to obtain employment with companies whose businesses are not competitive with those of the Company, its divisions and its subsidiaries and he would be able to recruit and hire personnel other than employees of the Company. The duration and the scope of these restrictions on the Employee's activities are divisible, so that if any provision of this paragraph is held or deemed to be invalid, that provision shall be automatically modified to the extent necessary to make it valid. Neither the ownership of less than 2% of the stock of a publicly owned company nor the ownership of less than 25% of a privately owned small business concern, as defined by the regulations of the Small Business Administration shall be considered a violation of the provisions hereof; provided such company or concern does not compete with the Company.

9. Notices. Any notice or other communication to a party under this Agreement shall be in writing and shall be considered given when mailed by certified mail, return receipt requested, to such party at his or its address first above written (or at such other address as such party may specify by written notice to the other party).

10. Binding Nature of Agreement. The Company may assign this Agreement in connection with a sale or other transfer of its assets or business. This Agreement shall, as a matter of law, become the obligation of any successor of the Company by merger, consolidation or other corporate reorganization. In any such case, this Agreement shall be binding on the successors and assigns of the Company. A change in control of the Company shall not affect the obligations of the Company hereunder. This Agreement shall also bind the heirs and personal representatives of the Employee.

11. Miscellaneous.

(a) Since a breach of the provisions of this Agreement would injure the Company irreparably, the Company may, in addition to its other remedies, obtain an injunction or other comparable relief restraining any violation or further violation of this Agreement, and no bond, security or other undertaking shall be required of the Company in connection therewith.

(b) The provisions of this Agreement are separable, and if any provision of this Agreement is invalid or unenforceable, the remaining provisions shall continue in full force and effect.

(c) This Agreement constitutes the entire understanding and agreement between the parties, supersedes all existing agreements between them and cannot be changed or terminated orally.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, where it has been entered and where it is to be performed. The headings in this Agreement are solely for convenience of reference and shall not affect its interpretation.

(e) The failure of either party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. For any waiver of a provision of this Agreement to be effective, it must be in writing and signed by the party against whom the waiver is claimed.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first above written.

SAGACITY I, INC.

By: /S/ Leonard Osser
    --------------------------------------------------
    Leonard Osser,
    Chairman of the Board and Chief  Executive Officer



/S/ Joel D. Warady
    --------------------------------------------------
    Joel D. Warady

EXHIBIT 10.11

This will set forth the terms of an employment contract offered by U.S. Opportunity Search, Inc. to Ronald P. Spinello, pursuant to Par 8 (b) (ii) of an agreement between U.S. Opportunity Search, Inc. and Spintech, dated September 21, 1994.

EMPLOYMENT CONTRACT TERMS: Ronald P. Spinello

1. SALARY:

Starting salary beginning at closing of Bridge Financing:
Chairman & director of Research: $110,000 On-going yearly salary increases: 10% per year.

2. TERM:

Five years beginning at date of closing of Bridge Financing Contract to specify that termination will be only for fraud or mental incompetence.

3. INCENTIVES:

Paid medical insurance policies and paid vacations are provided beginning at closing of the Bridge Financing. Bonuses, profit sharing formulas, stock options, retirement benefits and paid life insurance policies shall be phased in at appropriate times, and at the discretion of the Board of Directors.

4. REIMBURSEMENT:

Short Term: Pay back of any short term loans made by Ronald Spinello to Spintech during the interim period between July 27, 1994 and the date of closing shall be paid back by the first round of money provided by the Bridge Financing. Pay back of accrued wages owed Ronald Spinello from July 27, 1994 to date of closing to be paid back by the first round of money provided by the Bridge Financing. Long Term:

Pay back of accrued back pay, loans and interest owed by Spintech to Ronald Spinello, Henry Thornton and Kevin Pollard to be paid back at the date of closing of the final funding of $2.7 Mn.

5. BONUS:

A $500,000 bonus, payable five years from the date of closing of the final funding of $2.7 Mn. shall be paid to Ronald Spinello if all bottom line pre-tax profit projections for each year have been met according to the schedule attached hereto.

U.S. OPPORTUNITY SEARCH, INC.

By: /s/ Leonard Osser
    --------------------------------
        Leonard Osser, President

Date: September 21, 1994



/s/ Ronald P. Spinello, D.D.S.
- -----------------------------------
    Ronald P. Spinello, D.D.S

EMPLOYMENT AGREEMENT made as of November 10, 1995 among U.S. Opportunity Search, Inc. ("USOS"), Spintech, Inc. ("Spintech") and Ronald P. Spinello (the "Executive").

WITNESSETH

WHEREAS, Executive and USOS have previously executed a memorandum entitled "Employment Contract Terms" (the "Memorandum"); and

WHEREAS the parties wish to confirm that the Memorandum constitutes a binding employment agreement to be assumed hereunder by Spintech and guaranteed by USOS.

NOW, THEREFORE, the parties agree as follows:

1. Each of the parties hereby confirms that the Memorandum constitutes a binding agreement of employment among the parties thereto and sets forth all of the material terms and conditions of employment, except that the term of employment shall be five years commencing on the date hereof and compensation shall be at the annual rate of $121,000, $133,100, $146,410, $161,051 and $177,156 for the 1st, 2nd, 3rd, 4th and 5th years of the term. The Memorandum is hereby incorporated herein with the same force and effect as if set forth in full. In addition, the Executive shall be entitled to the following additional benefits:

(a) Four weeks of paid vacation during each year of the term.

(b) Paid holidays in accordance with the Company's usual holiday schedule and one week of paid "sick pay".

(c) Paid medical insurance policies and disability coverage.

(d) To the extent the Executive qualifies, participation in, or benefits under, any employee benefit plan, arrangement or perquisite generally made available by the Company to its key executives.

(e) Bonuses, profit sharing formulas, stock options, retirement benefits and paid life insurance policies, as phased in at appropriate times at the discretion of the Board of Directors.

(f) A $500,000 bonus, payable five years from the date of closing of the acquisition if aggregate pre-tax profits for such five years are at least 4,000,000.

2. Spintech hereby assumes all of the obligations and succeeds to all of the rights of USOS under the Memorandum and the Executive agrees to work for Spintech loyally and faithfully as a full-time employee; it being understood and agreed that if at any time after January 1, 1998 Spintech has not paid the benefits set forth in paragraph (e) above, or if at any time after the date hereof Leonard Osser has ceased to be the controlling shareholder of USOS, then nothing contianed in this paragraph shall preclude the Executive from engaging in

other non-competitive business activities, so long as such activities do not impair his ability to continue to render essentially full-time services to Spintech.

3. USOS hereby guarantees to the Executive the full performance of all obligations of Spintech hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

U. S. OPPORTUNITY SEARCH, INC.

by:__ /s/ Leonard Osser
      -----------------
     Leonard Osser, President

SPINTECH, INC.

by:__/s/ Glenn R. Spinello
      --------------------
     Glenn R. Spinello, Vice President

     /s/ Ronald P. Spinello
     ----------------------
         Ronald P. Spinello

EXHIBIT 10.13

AGREEMENT FOR SDS PRODUCT

AGREEMENT, dated September 1, 1996, between SPINTECH, INC., a Delaware corporation, with its principal offices at 218 Dew Drop Road, York, Pennsylvania 17402 ("Spintech") and PRINCETON PMC, INC., a Delaware corporation, with its principal offices at 44 Kean Road, Short Hills, New Jersey 07078 ("Princeton").

Background

Spintech is engaged in the business of inventing, designing, and securing manufacturing for products for the health care field, obtaining patent protection and governmental approval for such products and insurance protection services in relation to such products.

Princeton is engaged in the business of evaluating products for the health care field, arranging for cost effective manufacturing of products, product development, and distribution of such products and promoting and marketing products through distributors, dealers and others to end-users in the health care field on a worldwide basis.

Spintech is the owner of all rights, title and interest in and to certain rights covering the SDS product, and Princeton desires to obtain from Spintech an exclusive right to distribute the SDS product to end-users in the waste disposal and health care fields in the Territory as defined below.

Agreement

In consideration of the foregoing background and the mutual promises and covenants contained herein, and intending to be legally bound, the parties agree as follows:

1. Definitions. As used herein, the term:

(a) "Authorized Channels" shall mean all channels of sale and distribution to end-users in the waste disposal and health care fields, including but not limited to distributors, dealers, health care organizations, health care providers, clinics, conferences and mail order, except as may be otherwise specified on Exhibit "A".

(b) "Exhibit A" shall mean the exhibit at the end of this Agreement.

(c) "Product" shall mean the SDS product described on Exhibit "A", modifications and enhancements of such product, and any new products, if they are based on the patent(s) of the existing product, and if and to the extent this Agreement is modified in accordance with Paragraph 17 hereof.

(d) "Patent Rights" shall mean all patent(s), whether issued or assigned in the Territory, issued or assigned to Spintech, with respect to the Product, all corresponding Letters Patent as patents issue, and the patent applications, all as listed on Exhibit "A", and the resulting patents claiming priority from or based on such Letters Patent, and all divisions, reissues, and extensions thereof now owned by Spintech or under which Spintech now has the right to grant licenses, except that any Patent Rights that also relate to new products may be included among the patent rights granted to another distributor to support its distribution rights for such new products, unless this Agreement is amended in accordance with Paragraph 17 hereof, to include such new products as part of the Product being distributed by Princeton.

(e) "Territory" shall mean (i) North American continent, plus (ii) the rest of the entire world, other than those countries where Spintech has heretofore granted distribution rights to other distributors ("excluded countries") provided the rest of the world (other than excluded countries) shall be included in the Territory only if the minimum amounts of the Product to be purchased as described on Exhibit "A" are increased by an amendment to this Agreement to appropriately reflect the world-wide market for the Product, in which case Princeton may fulfill such increased minimum amounts by purchasing the Product for sales anywhere within the enlarged Territory. If a major customer of Princeton seeks sales rights within an excluded country, Spintech will use commercially reasonable efforts to include such country within the Territory, but such efforts shall not require Spintech to violate existing agreements or law.

2. Granting of Distribution Rights.

(a) Upon the terms and conditions set forth herein, Spintech hereby grants to Princeton the exclusive right under the Patent Rights:

(i) to purchase, market and sell the Product through Authorized Channels in the Territory;

(ii) to grant one or more subdistributorships of the Product through one or more Authorized Channels within the Territory, or any part thereof, as determined in Princeton's discretion.

(b) All subdistributorships shall include the restrictions on Princeton, and the obligations of Princeton, contained in this Agreement and shall be subject to Spintech's rights hereunder. Princeton shall promptly notify Spintech in writing of any subdistributorship it signs or otherwise authorizes and shall furnish Spintech with such information about its subdistributorship, as Spintech may request. Spintech shall have the right to reject any subdistributor or customer based on its credit worthiness and such rejection shall not be capriciously exercised.

(c) This grant shall not be construed as a license, by implication or otherwise, under any patent applications or patents owned by Spintech or under which Spintech has or acquires the right to grant Licenses.

(d) This grant shall not be construed to create an agency or employment relationship between Spintech and Princeton or any of its sublicensees, each of whom is and shall remain an independent contractor.

3. Payments.

(a) In consideration for the rights herein granted and the exclusive right to purchase, market and sell the Product, Princeton shall pay Spintech the sums specified on Exhibit "A" with respect to each Product purchased by Princeton from Spintech. The sums shall be paid within thirty (30) days of the receipt by Princeton of Spintech's invoice for the Product purchased by Princeton from Spintech.

(b) In consideration of the performance of Princeton's obligations pursuant to Paragraph 4(a) below, Spintech shall reimburse Princeton for all costs that Princeton reasonably incurs in performing such obligations, provided that any costs in excess of $500 shall first be approved by Spintech in writing.

(c) In consideration of Princeton's obligations pursuant to Paragraph 4 below, Spintech shall (i) pay Princeton a product management fee in the amount of $3,000 per month, payable on the last day of each month of the term of this Agreement, (ii) reimburse Princeton for the cost of a technical service representative to be seconded to Princeton pursuant to an arrangement with Arbutas to be negotiated during the term of this Agreement, (iii) furnish Princeton with 200 units of the Product for inventory in advance of actual orders from dealers and other customers, and (iv) pay, or reimburse Princeton, for producing advertising materials and a video presentation, once only, in an amount not to exceed $40,000;

(d) If any government with jurisdiction over any part of the Territory imposes any taxes on any part of the payments required to be paid by Princeton to Spintech hereunder and requires Princeton to withhold such taxes from such payment, Princeton may deduct such taxes from such payments. Tax receipts indicating payments or withholding of such taxes on behalf of Spintech shall be promptly submitted to Spintech. Princeton shall cooperate with Spintech in determining the propriety of imposition of any such tax. This provision shall not apply to any franchise tax based on or measured by Princeton's net income; such taxes are Princeton's responsibility and payments to Spintech shall not in any event be reduced by such taxes.

(e) If any government with jurisdiction over any part of the Territory imposes any exchange restriction on the payments required under this Agreement, an account in the name of Spintech shall be established in a

financial institution of Spintech's choice in the Territory and all moneys due Spintech shall be paid into such account or at Spintech's election, payment shall be made to any account designated by Spintech that complies with such restriction.

4. Princeton's Marketing and Other Obligations.

(a) In addition to its obligations set forth in Paragraph 3 above, Princeton shall use its best efforts to exploit the right hereby created and to maximize sales of the Product. Such efforts shall include, but are not limited to, reviewing the Products from a technological point of view and ensuring that all aspects of mechanical, chemical, electrical, industrial and other engineering disciplines have been applied for this purpose; reviewing and evaluating all sources of raw materials, assemblies and systems needed for the production of the Product; identifying and selecting potential manufacturers to produce the Product in commercial quantities and on acceptable terms and conditions; ascertaining the interest of distributors, dealers, waste managers, health care institutions and facilities and end-users, both professional and paraprofessional, in the Product; and developing and implementing advertising, marketing and sales strategies and generally promoting the sale of the Products.

(b) Reviewing and evaluating clinical studies of the Product and arranging for clinical lectures about the Product.

(c) Performing field services as, when and where required to support the Product and the various entities within the Authorized Channels; considering, evaluating and recommending design changes to improve Product acceptance; furnishing services to customers, including warranty replacements or repairs; representing Spintech in dealings with contractors engaged by Spintech to produce, assemble, package and ship the Product; and generally taking such steps and doing such things as constitute Product management in the health care field.

(d) Spintech shall provide Princeton, at Spintech's cost, with a mutually agreed upon quantity of the Product, to use as customer samples and to perform Princeton's obligations, as set forth in subparagraph (a) above.

5. Confidential Information.

Each party agrees that all confidential information and documentation made available or disclosed to it by the other party as a result of or related to this Agreement, and all negotiations therefor if they are conspicuously marked or transmitted with directions that identify them as "confidential" or "secret", shall be received and treated by the receiving party on a confidential and restricted basis. Such information and documentation shall not be disclosed to others unless and until they enter the public domain or are required to be disclosed to a government agency. In the later case, the receiving party, shall use its best efforts to have such agency protect such information and documentation from public disclosure or access.

6. Marking; Use of Trade Name and Marks.

(a) Princeton shall affix to the Product and to the packages containing the Product or to insertion slips placed inside each package with a Product a legible notice stating, in effect, that the Product is patent protected, in a form to be mutually agreed by the parties.

(b) If the laws of any jurisdiction within the Territory specify any additional or other patent marking notices, Princeton shall cause the Product or the related packaging to be so marked.

(c) This Agreement authorizes and approves the use by Princeton of Spintech's trade name or trademark in connection with the manufacturing, advertising, marketing or sale of the Product. Such authorization and

approval, however, is subject to Princeton submitting all written materials containing such names and marks to Spintech for its consent as to form, which shall not be unreasonably withheld.

(d) If Princeton wishes to market the Product under a trade name or trademark of which it is the author and consents to the use of such name or mark for such purpose, Princeton shall assign and set over to Spintech all of its right, title and interest in and to such name and mark.

7. Duration and Termination or Cancellation.

(a) Unless otherwise terminated or canceled as hereinafter set forth, this Agreement and the rights under Patent Rights shall continue in force for a period of seven (7) years from the date of this Agreement.

(b) This Agreement and the rights granted herein may be extended on the terms and conditions to be mutually agreed upon prior to the expiration of this initial term. If no such agreement is reached, this Agreement and the rights granted herein shall automatically terminate at the end of the initial term or the extended term then in effect, as applicable.

(c) If at any time Princeton defaults in fulfilling any obligations hereof and if such default is not cured within ten (10) days after written notice thereof is given by Spintech to Princeton in the case of a monetary default, or within thirty (30) days after written notice thereof is given by Spintech to Princeton in any other cases, this Agreement and the rights herein granted shall be canceled as of the end of the applicable notice period, without any further notice or other action required to be taken by Spintech. Princeton shall have the right to cure any such default up to, but not after, the end of the applicable notice period.

(d) Spintech shall also have the right to cancel this Agreement by giving written notice of cancellation to Princeton if any one of the following events occurs, such cancellation being effective upon Princeton's receipt of such notice or five (5) days after such notice is mailed, whichever is earlier.

(i) liquidation of Princeton or an assignment by Princeton for the benefit of its creditors;

(ii) insolvency or bankruptcy of Princeton, whether voluntary or involuntary;

(iii) inability of Princeton (or to demonstrate, if requested by Spintech, its ability) to meet its obligations hereunder;

(iv) failure of Princeton to satisfy any judgment against it; or

(v) appointment of a trustee or receiver for Princeton; or

(vi) failure of Princeton to purchase and pay for the minimum amount of Product set forth on Exhibit "A".

(e) The waiver of any default under this Agreement by Spintech shall not waive the right to cancel this Agreement for any subsequent or similar default and the exercise of the right of cancellation shall not impose any liability by reason of cancellation or have the effect of waiving any damages to which Spintech might otherwise be entitled.

(f) The termination or cancellation of this Agreement shall not interfere with, affect or prevent the collection by Spintech of any and all sums of money due to it under this Agreement. Upon termination or cancellation of this Agreement for any reason, the payments required by Paragraph 3 to be made by Princeton, even if they are not yet due, shall become immediately due and payable.

8. Notices.

All notices, requests, demands and other communications under this Agreement or in connection therewith shall be given to or be made upon the respective parties hereto at the addresses first written above.

9. Representations and Covenants of Princeton.

(a) Princeton represents and warrants to Spintech that it has the skills and experience, capital and personnel to exploit the Product and to perform its obligations under this Agreement.

(b) Princeton shall not sell the Product to anyone who it knows or has reason to believe will resell or assign or lease the Product outside Authorized Channels. Princeton shall report to Spintech any party (other than a sublicensee or distributor or dealer authorized by Princeton) or a sublicensee who Princeton learns or has reason to believe is selling or leasing the Product in the Territory, notwithstanding the exclusivity of the rights granted under this Agreement, provided, however, the receipt of such report shall not imply any obligation on Spintech's part to enforce or pursue any rights or remedies against such party.

10. Representations and Covenants of Spintech.

(a) Spintech represents and warrants to Princeton that it has the skills and experience, capital and personnel to manufacture the minimum amounts of the Product set forth on Exhibit "A" for the referenced time periods and that it will make available for delivery to Princeton of any reasonable quantities of the Product that Princeton orders from Spintech within thirty (30) days of receipt by Spintech of a written order for such quantities of the Product.

(b) Spintech shall not grant to any party, other than Princeton, the right to purchase, market and/or sell the Product in the Territory.

(c) Spintech is the owner of all right, title and interest in and to the Patent Rights in North America.

(d) Spintech has not made and will not make any agreement, commitment, grant or assignment, which could or might interfere with or impair the complete enjoyment of all the rights granted and the duties to be rendered by Spintech to Princeton, including, without limitation, having entered into any agreement, which would preclude or conflict the duties to be rendered by Spintech hereunder.

(e) Spintech shall secure the manufacture of the Product and shall not assign to any party the right to manufacture the Product without the prior written consent of Princeton, which shall not be unreasonably withheld, delayed or conditioned.

11. Limited Warranties and Liabilities; Indemnity.

(a) Spintech represents and warrants to Princeton and only to Princeton that, to the best of its knowledge and belief, the Product and parts or subassemblies thereof may be used or sold free of the patent rights or proprietary rights of others, Spintech shall be liable for all loss, damage or expense arising from any claim of infringement of any patent or other proprietary rights based upon Princeton's use or sale of the Product or its exercise of any rights granted under this Agreement.

(b) Spintech is a manufacturer with respect to the Product. Spintech represents and warrants that the Product:

(i) conforms or will conform to the specifications and descriptions of the Product in any plans or drawings furnished by Spintech to Princeton;

(ii) will be free from defects in design, material or workmanship; and

(iii) will be merchantable and fit for a particular purpose; and Spintech will, at its option, replace or repair any Product which does not conform to the forgoing warranties, if written notice of such nonconformity is given to Spintech within ninety (90) days after the sale of such Product to Princeton.

(c) Spintech shall defend Princeton against, and hold Princeton harmless from, any claim by any customer, purchaser or user of the Product:

(i) for personal injuries (including death) and/or property damage or loss based upon an allegation that any Product did not conform to the description furnished with the product, was defective or was not merchantable or fit for a particular purpose; or

(ii) any and all claims arising by reason of or in connection with Spintech's breach of or failure to comply with the terms, representations, covenants or warranties of the Agreement;

(iii) any and all attorneys' fees, disbursements and court costs incurred or paid by Princeton in connection with or arising from Spintech's breach of the terms, representations, covenants and warranties of the Agreement, provided, however, that Princeton's rights and remedies hereunder are and shall be limited to the proceeds from the insurance to be provided by Spintech pursuant to Paragraph 12 hereof, and provided further that Spintech shall not, in any event, be liable to Princeton for any indirect, incidental, special, punitive or consequential damages or losses whatsoever, including, but not limited to, claims for lost opportunities, customers, revenues or profits, whether or not losses might result from Product failure.

12. Insurance.

Spintech shall obtain and maintain at its sole cost and expense throughout the initial term and for a period of not less than two (2) years following the termination thereof, standard comprehensive, general and products liability insurance, the form of which must be reasonably acceptable to Princeton, from a qualified insurance company licensed to do business in the Territory, the policy for such insurance shall include Princeton as an additional named insured, and shall provide protection against any and all claims, demand and causes of action arising out of any defect or performance failure, alleged or otherwise, in any of the Product or any material used in connection therewith or any use thereof. The amount of coverage shall be a minimum of Two Million Dollars ($2,000,000) combined single limit for each single occurrence for bodily injury and Five Hundred Thousand ($500,000) for property damage. Said policy, which may be a blanket policy covering other insured items, shall provide for thirty (30) days notice to Princeton from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of said policy. Spintech shall furnish to Princeton a certified copy of said policy or a certificate of insurance (showing Princeton as an additional named insured and providing for thirty (30) days notice to Spintech and Princeton in the event of any modification, cancellation or termination) providing such coverage with thirty (30) days after the date of this Agreement.

13. Arbitration.

Unless otherwise settled by the parties within sixty (60) days after notice or within a period mutually agreed to by the parties in writing, any dispute, controversy or difference which may arise between the parties out of or in connection with this Agreement or for the breach thereof, shall be submitted for, and shall be

resolved by, arbitration in New York, New York. Such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association, by which each party hereto is bound.

14. Government Approvals.

(a) Spintech shall be responsible for obtaining the approval or validation by the United States Food and Drug Administration, if required, of the right to manufacture and sell the Product.

(b) Princeton shall be responsible for obtaining all other approvals, including the approval or validation of this Agreement by other cognizant government authorities within the Territory if, as and when required by the relevant laws of any jurisdiction within the Territory or any subdivision of the Territory. Spintech shall assist and cooperate with Princeton in Princeton's efforts to obtain such approval or validation.

15. Effective Date.

This Agreement shall come into force and effect on the date of this Agreement. If the validity of this Agreement in any jurisdiction within the Territory depends on the approval of any cognizant government authority of such jurisdiction, this Agreement shall not become effective in such jurisdiction unless and until such approval(s) is given in accordance with the laws requiring such approval.

16. Modification.

This Agreement embodies all of the understanding and obligations between the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding upon the parties unless:

(a) it is made in writing, signed on behalf of each of the parties by their respective proper officers thereunto duly authorized, and

(b) if applicable, it is approved by the cognizant government authorities of each jurisdiction within the Territory.

17. Amendment for New Products.

If Spintech develops a new product, based on the patents of the existing Product, and the new product is not merely a modification or enhancement of the existing Product, Spintech shall offer to Princeton a right of first refusal to include such new product in the Product by inviting Princeton to amend the terms and conditions of this Agreement so that they are at least as favorable to Spintech as the terms and conditions that may be offered by any other credible party seeking exclusive distribution rights for such new product, as follows:

(a) Spintech shall submit the proposal from such other would-be distributor to Princeton in writing, and Princeton shall have the right to match or exceed such proposal by making a written offer to Spintech within thirty (30) days after Princeton's receipt of such proposal;

(b) If Princeton matches or exceeds such proposal by making a written offer to Spintech within such 30-day period, this Agreement shall be deemed amended to incorporate the terms and provisions of Princeton's offer.

(c) If Princeton fails to make a written offer to Spintech within such 30-day period or submits an offer within such 30-day period that Spintech reasonably believes is less favorable to it than the proposal submitted by such other would-be distributor, Spintech shall notify Princeton in writing, and thereupon Spintech shall

be entitled to enter into and perform an exclusive distribution agreement with such other distributor covering the new product and reflecting the terms and conditions of the would-be distributor's proposal or terms and conditions that are more favorable to Spintech than those set forth in such proposal. In such event, Princeton shall have no rights hereunder with respect to the marketing and/or distribution of the new product.

18. Compliance with Laws.

(a) Any payment which requires government approval or permission under a foreign exchange control law or other law, if any, shall be made by Princeton in accordance with such law.

(b) If applicable, Princeton shall comply with all provisions of the Export Administration Regulations of the United States Department of Commerce, as they currently exist and as they may be amended from time to time.

19. Construction and Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of Spintech, its legal representatives, successors and assigns.

(b) This Agreement shall be binding upon and inure to the benefit of Princeton, but subject to Paragraphs 2(a)(ii) and 2(b) hereof, this Agreement shall not be transferable or assignable without the prior written consent of Spintech.

(c) This Agreement shall be deemed to be a contract made under the laws of the State of New York, United States of America, and for all purposes shall be interpreted in its entirety in accordance with the laws of New York. If this Agreement is translated into any language other than the English language for any purpose, the English version shall be the governing version.

(d) Nothing contained in this Agreement shall be construed as conferring upon Princeton or its customers, directly or by implication, estoppel or otherwise, any license under any trade secrets of Spintech, and no such license or other rights shall arise from this Agreement or from any acts, statements or dealings resulting in or related to the execution of this Agreement.

IN WITNESS WHEREOF, the representatives hereunto duly authorized on behalf of Spintech and Princeton have executed this Agreement the date first above written.

Attest:                             SPINTECH, INC.

_______________________             By:/S/ Leonard Osser
                                    -------------------------------
                                    Leonard Osser, CEO

Attest:                             PRINCETON PMC, INC.

_______________________             By: /S/ Gregory Volok
                                    -------------------------------
                                    Greg Volok, President

EXHIBIT "A"

1. Name and Description of the Product: SDS (formerly known as TAPS) - a sharps disposal system for encapsulating in plastic and disposing of hypodermic needles and other sharps, each unit to include a disposable disk (the "Disposadisk"), and a sharps container (the "Container"). The Product does not include

Spintech's "Mini -TAPS" unit, a smaller needle disposal system which it contemplates licensing to Biotronix Laboratories.

2. United States Patent applied for:

3. Payment per unit:

Each SDS unit - $300;

Each Disposadisk - $.35; and

Each Container - The costs incurred by Spintech to manufacture and reimburse product management for the Container plus the lesser of thirty percent (30%) of such costs or 50% of Princeton's gross profit on its sales of each Container.

All sales, use or excise taxes, shall be paid directly or indirectly by Princeton, and in calculating gross profits, deductions shall be allowed for normal and customary trade discounts, returns and allowances. The price of the Disposadisk shall be subject to customary and reasonable increases during the term of the Agreement to which this Exhibit A is attached.

4. Minimum number of units of the Product to be produced and purchased: 25% of the following annual amounts each 3 months (excluding the first 3 months), starting from the date of the product introduction to the market.

First 15 months of the term - 2,400 units

Next 12 months of the term - 3,000 units

Next 12 months of the term - 4,000 units

Next 12 months of the term - 6,000 units

Each 12 months thereafter - 6,000 units plus an additional eight percent (8%) each year (cumulative) of the term.

5. Additional Provisions:

The foregoing relates to the original SDS units only. If and when SDS II is produced by Spintech, the parties will negotiate in good faith to supplement this Exhibit "A" in order to cover purchases of SDS II units by Princeton.

EXHIBIT 10.14

AGREEMENT FOR THE WAND PRODUCT

AGREEMENT, dated September 1, 1996, between SPINTECH, INC., a Delaware corporation, with its principal offices at 218 Dew Drop Road, York, Pennsylvania 17402 ("Spintech") and PRINCETON PMC, INC., a Delaware corporation, with its principal offices at 44 Kean Road, Short Hills, New Jersey 07078 ("Princeton").

Background

Spintech is engaged in the business of inventing, designing, and securing manufacturing for products for the health care field, obtaining patent protection and governmental approval for such products and insurance protection services in relation to such products.

Princeton is engaged in the business of evaluating products for the health care field, arranging for the cost effective manufacturing, product development, and distribution of such products and promoting and marketing such products through distributors, dealers and others to end-users in the health care field on a worldwide basis.

Spintech is the owner of all rights, title and interest in and to certain rights covering the Wand product, and Princeton desires to obtain from Spintech an exclusive right to distribute the Wand product in the Territory as defined below.

Agreement

In consideration of the foregoing background and the mutual promises and covenants contained herein, and intending to be legally bound, the parties agree as follows:

1. Definitions. As used herein, the term:

(a) "Authorized Channels" shall mean all channels of sale and distribution to end-users in the health care field, including but not limited to distributors, dealers, health care organizations, health care providers, clinics, conferences and mail order, except as may be otherwise specified on Exhibit "A".

(b) "Exhibit A" shall mean the exhibit at the end of this Agreement.

(c) "Product" shall mean the Wand product described on Exhibit "A", modifications and any new products, if they are based on the patent(s) of the existing product, and if and to the extent this Agreement is modified in accordance with Paragraph 17 hereof.

(d) "Patent Rights" shall mean all patent(s), whether issued or assigned in the Territory, issued or assigned to Spintech, with respect to the Product, all corresponding Letters Patent as patents issue, and the patent applications, all as listed on Exhibit "A", and the resulting patents claiming priority from or based on such Letters Patent, and all divisions, reissues, and extensions thereof now owned by Spintech or under which Spintech now has the right to grant licenses, except that any Patent Rights that also relate to new products may be included among the patent rights granted to another distributor to support its distribution rights for such new products, unless this Agreement is amended in accordance with Paragraph 17 hereof, to include such new products as part of the Product being distributed by Princeton.

(e) "Territory" shall mean (i) North American continent, plus (ii) the rest of the entire world, other than those countries where Spintech has heretofore granted distribution rights to other distributors ("excluded countries") provided the rest of the world (other than excluded countries) shall be included in the Territory only if the minimum amounts of the Product to be purchased as described on Exhibit "A" are increased by an amendment to this Agreement to appropriately reflect the world-wide market for the Product, in which case Princeton may fulfill such increased minimum amounts by purchasing the Product for sales anywhere within the enlarged Territory. If a major customer of Princeton seeks sales rights within an excluded

country, Spintech will use commercially reasonable efforts to include such country within the Territory, but such efforts shall not require Spintech to violate existing agreements or law.

2. Granting of Distribution Rights.

(a) Upon the terms and conditions set forth herein, Spintech hereby grants to Princeton the exclusive right under the Patent Rights:

(i) to purchase, market and sell the Product through Authorized Channels in the Territory;

(ii) to grant one or more subdistributorships of the Product through one or more Authorized Channels within the Territory, or any part thereof, as determined in Princeton's discretion.

(b) All subdistributorships shall include the restrictions on Princeton, and the obligations of Princeton, contained in this Agreement and shall be subject to Spintech's rights hereunder. Princeton shall promptly notify Spintech in writing of any subdistributorship it signs or otherwise authorizes and shall furnish Spintech with such information about its subdistributorship, as Spintech may request. Spintech shall have the right to reject any subdistributor or customer based on its credit worthiness and such rejection shall not be capriciously exercised.

(c) This grant shall not be construed as a license, by implication or otherwise, under any patent applications or patents owned by Spintech or under which Spintech has or acquires the right to grant Licenses.

(d) This grant shall not be construed to create an agency or employment relationship between Spintech and Princeton or any of its sublicensees, each of whom is and shall remain an independent contractor.

3. Payments.

(a) In consideration for the rights herein granted and the exclusive right to purchase, market and sell the Product, Princeton shall pay Spintech the sums specified on Exhibit "A" with respect to each Product purchased by Princeton from Spintech. The sums shall be paid within thirty (30) days of the receipt by Princeton of Spintech's invoice for the Product purchased by Princeton from Spintech.

(b) In consideration of the performance of Princeton's obligations pursuant to Paragraph 4(a) below, Spintech shall reimburse Princeton for all costs that Princeton reasonably incurs in performing such obligations, provided that any costs in excess of $500 shall first be approved by Spintech in writing.

(c) In consideration of the performance of Princeton's obligations pursuant to Paragraph 4(c) below, Spintech shall pay Princeton a product development, management and marketing fee in the amount of $3,000 per month, payable on the last day of each month of the term of this Agreement.

(d) If any government with jurisdiction over any part of the Territory imposes any taxes on any part of the payments required to be paid by Princeton to Spintech hereunder and requires Princeton to withhold such taxes from such payment, Princeton may deduct such taxes from such payments. Tax receipts indicating payments or withholding of such taxes on behalf of Spintech shall be promptly submitted to Spintech. Princeton shall cooperate with Spintech in determining the propriety of imposition of any such tax. This provision shall not apply to any franchise tax based on or measured by Princeton's net income; such taxes are Princeton's responsibility and payments to Spintech shall not in any event be reduced by such taxes.

(e) If any government with jurisdiction over any part of the Territory imposes any exchange restriction on the payments required under this Agreement, an account in the name of Spintech shall be established in a financial institution of Spintech's choice in the Territory and all moneys due Spintech shall be paid into such

account or at Spintech's election, payment shall be made to any account designated by Spintech that complies with such restriction.

4. Princeton's Marketing and Other Obligations.

(a) In addition to its obligations set forth in Paragraph 3 above, Princeton shall use its best efforts to exploit the right hereby created and to maximize sales of the Product. Such efforts shall include, but are not limited to, reviewing the Products from a technological point of view and ensuring that all aspects of mechanical, chemical, electrical, industrial and other engineering disciplines have been applied for this purpose; reviewing and evaluating all sources of raw materials, assemblies and systems needed for the production of the Product; identifying and selecting potential manufacturers to produce the Product in commercial quantities and on acceptable terms and conditions; ascertaining the interest of distributors, dealers, health care institutions and facilities and end-users, both professional and paraprofessional, in the Product; and developing and implementing advertising, marketing and sales strategies and generally promoting the sale of the Products.

(b) Reviewing and evaluating clinical studies of the Product and arranging for clinical lectures about the Product.

(c) Performing field services as, when and where required to support the Product and the various entities within the Authorized Channels; considering, evaluating and recommending design changes to improve Product acceptance; furnishing services to customers, including warranty replacements or repairs; representing Spintech in dealings with contractors engaged by Spintech to produce, assemble, package and ship the Product; assisting Spintech in the further development, evaluation and marketing of the Product and recommending, based upon focus groups organized by Princeton, changes in the size, configuration, color, packaging and other characteristics of the Product to cater to the requirements of customers and potential customers; and generally being responsible for Product management.

(d) Spintech shall provide Princeton, at Spintech's cost, with a mutually agreed upon quantity of the Product, to use as customer samples and to perform Princeton's obligations, as set forth in subparagraph (a) above.

5. Confidential Information.

Each party agrees that all confidential information and documentation made available or disclosed to it by the other party as a result of or related to this Agreement, and all negotiations therefor if they are conspicuously marked or transmitted with directions that identify them as "confidential" or "secret", shall be received and treated by the receiving party on a confidential and restricted basis. Such information and documentation shall not be disclosed to others unless and until they enter the public domain or are required to be disclosed to a government agency. In the later case, the receiving party, shall use its best efforts to have such agency protect such information and documentation from public disclosure or access.

6. Marking; Use of Trade Name and Marks.

(a) Princeton shall affix to the Product and to the packages containing the Product or to insertion slips placed inside each package with a Product a legible notice stating, in effect, that the Product is patent protected, in a form to be mutually agreed by the parties.

(b) If the laws of any jurisdiction within the Territory specify any additional or other patent marking notices, Princeton shall cause the Product or the related packaging to be so marked.

(c) This Agreement authorizes and approves the use by Princeton of Spintech's trade name or trademark in connection with the manufacturing, advertising, marketing or sale of the Product. Such authorization and

approval, however, is subject to Princeton submitting all written materials containing such names and marks to Spintech for its consent as to form, which shall not be unreasonably withheld.

(d) If Princeton wishes to market the Product under a trade name or trademark of which it is the author and consents to the use of such name or mark for such purpose, Princeton shall assign and set over to Spintech all of its right, title and interest in and to such name and mark.

7. Duration and Termination or Cancellation.

(a) Unless otherwise terminated or canceled as hereinafter set forth, this Agreement and the rights under Patent Rights shall continue in force for a period of seven (7) years from the date of this Agreement.

(b) This Agreement and the rights granted herein may be extended on the terms and conditions to be mutually agreed upon prior to the expiration of this initial term. If no such agreement is reached, this Agreement and the rights granted herein shall automatically terminate at the end of the initial term or the extended term then in effect, as applicable.

(c) If at any time Princeton defaults in fulfilling any obligations hereof and if such default is not cured within ten (10) days after written notice thereof is given by Spintech to Princeton in the case of a monetary default, or within thirty (30) days after written notice thereof is given by Spintech to Princeton in any other cases, this Agreement and the rights herein granted shall be canceled as of the end of the applicable notice period, without any further notice or other action required to be taken by Spintech. Princeton shall have the right to cure any such default up to, but not after, the end of the applicable notice period.

(d) Spintech shall also have the right to cancel this Agreement by giving written notice of cancellation to Princeton if any one of the following events occurs, such cancellation being effective upon Princeton's receipt of such notice or five (5) days after such notice is mailed, whichever is earlier.

(i) liquidation of Princeton or an assignment by Princeton for the benefit of its creditors;

(ii) insolvency or bankruptcy of Princeton, whether voluntary or involuntary;

(iii) inability of Princeton (or to demonstrate, if requested by Spintech, its ability) to meet its obligations hereunder;

(iv) failure of Princeton to satisfy any judgment against it; or

(v) appointment of a trustee or receiver for Princeton; or

(vi) failure of Princeton to purchase and pay for the minimum amount of Product set forth on Exhibit "A".

(e) The waiver of any default under this Agreement by Spintech shall not waive the right to cancel this Agreement for any subsequent or similar default and the exercise of the right of cancellation shall not impose any liability by reason of cancellation or have the effect of waiving any damages to which Spintech might otherwise be entitled.

(f) The termination or cancellation of this Agreement shall not interfere with, affect or prevent the collection by Spintech of any and all sums of money due to it under this Agreement. Upon termination or cancellation of this Agreement for any reason, the payments required by Paragraph 3 to be made by Princeton, even if they are not yet due, shall become immediately due and payable.

8. Notices.

All notices, requests, demands and other communications under this Agreement or in connection therewith shall be given to or be made upon the respective parties hereto at the addresses first written above.

9. Representations and Covenants of Princeton.

(a) Princeton represents and warrants to Spintech that it has the skills and experience, capital and personnel to exploit the Product and to perform its obligations under this Agreement.

(b) Princeton shall not sell the Product to anyone who it knows or has reason to believe will resell or assign or lease the Product outside Authorized Channels. Princeton shall report to Spintech any party (other than a sublicensee or distributor or dealer authorized by Princeton) or a sublicensee who Princeton learns or has reason to believe is selling or leasing the Product in the Territory, notwithstanding the exclusivity of the rights granted under this Agreement, provided, however, the receipt of such report shall not imply any obligation on Spintech's part to enforce or pursue any rights or remedies against such party.

10. Representations and Covenants of Spintech.

(a) Spintech represents and warrants to Princeton that it has the skills and experience, capital and personnel, to manufacture the minimum amounts of the Product set forth on Exhibit "A" for the referenced time periods and that it will make available for delivery to Princeton of any reasonable quantities of the Product that Princeton orders from Spintech within thirty (30) days of receipt by Spintech of a written order for such quantities of the Product.

(b) Spintech shall not grant to any party, other than Princeton, the right to purchase, market and/or sell the Product in the Territory.

(c) Spintech is the owner of all right, title and interest in and to the Patent Rights in North America.

(d) Spintech has not made and will not make any agreement, commitment, grant or assignment, which could or might interfere with or impair the complete enjoyment of all the rights granted and the duties to be rendered by Spintech to Princeton, including, without limitation, having entered into any agreement, which would preclude or conflict the duties to be rendered by Spintech hereunder.

(e) Spintech shall secure the manufacture of the Product and shall not assign to any party the right to manufacture the Product without the prior written consent of Princeton, which shall not be unreasonably withheld, delayed or conditioned.

11. Limited Warranties and Liabilities; Indemnity.

(a) Spintech represents and warrants to Princeton and only to Princeton that, to the best of its knowledge and belief, the Product and parts or subassemblies thereof may be used or sold free of the patent rights or proprietary rights of others, Spintech shall be liable for all loss, damage or expense arising from any claim of infringement of any patent or other proprietary rights based upon Princeton's use or sale of the Product or its exercise of any rights granted under this Agreement.

(b) Spintech is a manufacturer with respect to the Product. Spintech represents and warrants that the Product:

(i) conforms or will conform to the specifications and descriptions of the Product in any plans or drawings furnished by Spintech to Princeton;

(ii) will be free from defects in design, material or workmanship; and

(iii) will be merchantable and fit for a particular purpose; and Spintech will, at its option, replace or repair any Product which does not conform to the forgoing warranties, if written notice of such nonconformity is given to Spintech within ninety (90) days after the sale of such Product to Princeton.

(c) Spintech shall defend Princeton against, and hold Princeton harmless from, any claim by any customer, purchaser or user of the Product:

(i) for personal injuries (including death) and/or property damage or loss based upon an allegation that any Product did not conform to the description furnished with the product, was defective or was not merchantable or fit for a particular purpose; or

(ii) any and all claims arising by reason of or in connection with Spintech's breach of or failure to comply with the terms, representations, covenants or warranties of the Agreement;

(iii) any and all attorneys' fees, disbursements and court costs incurred or paid by Princeton in connection with or arising from Spintech's breach of the terms, representations, covenants and warranties of the Agreement, provided, however, that Princeton's rights and remedies hereunder are and shall be limited to the proceeds from the insurance to be provided by Spintech pursuant to Paragraph 12 hereof, and provided further that Spintech shall not, in any event, be liable to Princeton for any indirect, incidental, special, punitive or consequential damages or losses whatsoever, including, but not limited to, claims for lost opportunities, customers, revenues or profits, whether or not losses might result from Product failure.

12. Insurance.

Spintech shall obtain and maintain at its sole cost and expense throughout the initial term and for a period of not less than two (2) years following the termination thereof, standard comprehensive, general and products liability insurance, the form of which must be reasonably acceptable to Princeton, from a qualified insurance company licensed to do business in the Territory, the policy for such insurance shall include Princeton as an additional named insured, and shall provide protection against any and all claims, demand and causes of action arising out of any defect or performance failure, alleged or otherwise, in any of the Product or any material used in connection therewith or any use thereof. The amount of coverage shall be a minimum of Two Million Dollars ($2,000,000) combined single limit for each single occurrence for bodily injury and Five Hundred Thousand ($500,000) for property damage. Said policy, which may be a blanket policy covering other insured items, shall provide for thirty (30) days notice to Princeton from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of said policy. Spintech shall furnish to Princeton a certified copy of said policy or a certificate of insurance (showing Princeton as an additional named insured and providing for thirty (30) days notice to Spintech and Princeton in the event of any modification, cancellation or termination) providing such coverage with thirty (30) days after the date of this Agreement.

13. Arbitration.

Unless otherwise settled by the parties within sixty (60) days after notice or within a period mutually agreed to by the parties in writing, any dispute, controversy or difference which may arise between the parties out of or in connection with this Agreement or for the breach thereof, shall be submitted for, and shall be resolved by, arbitration in New York, New York. Such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association, by which each party hereto is bound.

14. Government Approvals.

(a) Spintech shall be responsible for obtaining the approval or validation by the United States Food and Drug Administration, if required, of the right to manufacture and sell the Product.

(b) Princeton shall be responsible for obtaining all other approvals, including the approval or validation of this Agreement by other cognizant government authorities within the Territory if, as and when required by the relevant laws of any jurisdiction within the Territory or any subdivision of the Territory. Spintech shall assist and cooperate with Princeton in Princeton's efforts to obtain such approval or validation.

15. Effective Date.

This Agreement shall come into force and effect on the date of this Agreement. If the validity of this Agreement in any jurisdiction within the Territory depends on the approval of any cognizant government authority of such jurisdiction, this Agreement shall not become effective in such jurisdiction unless and until such approval(s) is given in accordance with the laws requiring such approval.

16. Modification.

This Agreement embodies all of the understanding and obligations between the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding upon the parties unless:

(a) it is made in writing, signed on behalf of each of the parties by their respective proper officers thereunto duly authorized, and

(b) if applicable, it is approved by the cognizant government authorities of each jurisdiction within the Territory.

17. Amendment for New Products.

If Spintech develops a new product, based on the patents of the existing Product, and the new product is not merely a modification or enhancement of the existing Product, Spintech shall offer to Princeton a right of first refusal to include such new product in the Product by inviting Princeton to amend the terms and conditions of this Agreement so that they are at least as favorable to Spintech as the terms and conditions that may be offered by any other credible party seeking exclusive distribution rights for such new product, as follows:

(a) Spintech shall submit the proposal from such other would-be distributor to Princeton in writing, and Princeton shall have the right to match or exceed such proposal by making a written offer to Spintech within thirty (30) days after Princeton's receipt of such proposal;

(b) If Princeton matches or exceeds such proposal by making a written offer to Spintech within such 30-day period, this Agreement shall be deemed amended to incorporate the terms and provisions of Princeton's offer.

(c) If Princeton fails to make a written offer to Spintech within such 30-day period or submits an offer within such 30-day period that Spintech reasonably believes is less favorable to it than the proposal submitted by such other would-be distributor, Spintech shall notify Princeton in writing, and thereupon Spintech shall be entitled to enter into and perform an exclusive distribution agreement with such other distributor covering the new product and reflecting the terms and conditions of the would-be distributor's proposal or terms and conditions that are more favorable to Spintech than those set forth in such proposal. In such event, Princeton shall have no rights hereunder with respect to the marketing and/or distribution of the new product.

18. Compliance with Laws.

(a) Any payment which requires government approval or permission under a foreign exchange control law or other law, if any, shall be made by Princeton in accordance with such law.

(b) If applicable, Princeton shall comply with all provisions of the Export Administration Regulations of the United States Department of Commerce, as they currently exist and as they may be amended from time to time.

19. Construction and Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of Spintech, its legal representatives, successors and assigns.

(b) This Agreement shall be binding upon and inure to the benefit of Princeton, but subject to Paragraphs 2(a)(ii) and 2(b) hereof, this Agreement shall not be transferable or assignable without the prior written consent of Spintech.

(c) This Agreement shall be deemed to be a contract made under the laws of the State of New York, United States of America, and for all purposes shall be interpreted in its entirety in accordance with the laws of New York. If this Agreement is translated into any language other than the English language for any purpose, the English version shall be the governing version.

(d) Nothing contained in this Agreement shall be construed as conferring upon Princeton or its customers, directly or by implication, estoppel or otherwise, any license under any trade secrets of Spintech, and no such license or other rights shall arise from this Agreement or from any acts, statements or dealings resulting in or related to the execution of this Agreement.

IN WITNESS WHEREOF, the representatives hereunto duly authorized on behalf of Spintech and Princeton have executed this Agreement the date first above written.

Attest:                             SPINTECH, INC.

__________________                  By: /S/ Leonard Osser
                                    -----------------------------
                                    Leonard Osser, CEO


Attest:                             PRINCETON PMC, INC.


__________________                  By: /S/ Gregory Volok
                                    -----------------------------
                                    Greg Volok, President

EXHIBIT "A"

1. Name and Description of the Product: The "Wand" - a computer-directed local anesthetic injection system, each unit of the Wand consisting of a plunger equipment component (the "Plunger") and a disposable syringe kit and needle component (the "Needle").

2. United States Patent applied for: Hypodermic anesthetic injection method:

U.S. Patent Number: 4,747,824

Hypodermic anesthetic injection
apparatus:
U.S. Patent Number 5,180,371

3. Payment per unit of the Product:

(a) The cost incurred by Spintech to manufacture and to reimburse product management for each Plunger plus thirty- five percent (35%) thereof, or $70.00 per Plunger, whichever is greater.

(b) The cost incurred by Spintech to manufacture and to reimburse product management for each Needle, plus thirty-five percent (35%) thereof, or fifty percent (50%) of the gross profit of Spintech from the sale of each Needle, whichever is less.

(c) All sales, use or excise taxes shall be paid directly or indirectly by Princeton; and in calculating gross profits, deductions shall be allowed for normal and customary trade discounts, returns and allowances.

4. Number of Free Product Samples to be furnished to Princeton: 250 Plungers and 50,000 Needles.

5. Minimum number of units of the Product to be produced and purchased: 25% of the following annual amounts each 3 months (excluding the first 3 months), starting from the date of the product introduction to the market.

First 15 months of the term - 5,000 units

Next 12 months of the term - 15,000 units

Next 12 months of the term - 20,000 units

Each 12 months thereafter - 20,000 units plus an additional eight percent (8%) each year (cumulative) of the term.

6. In addition to the payments prescribed by paragraph 3 above, Princeton shall pay to Spintech not later than ninety (90) days after the end of each period described in paragraph 4 above, an amount equal to fifty percent (50%) of Princeton's pre-tax net profits from its sales of the Product in excess of the amount to be negotiated by Spintech and Princeton in good faith not later than December 31, 1996. As used herein, "pre-tax net profits" means net profits calculated in accordance with generally accepted accounting principles consistently applied, before payment or provision for payment of federal, state and local, if any, income taxes and without deduction for any management or similar fee paid or payable by Princeton to Spintech.

EXHIBIT 10.15

TECHNOLOGY LICENSE AGREEMENT

between

SPINTECH, INC.

and

BIOTRONIX LABORATORIES, INC.

This Agreement (the "Agreement") is entered into as of this 20th day of September, 1996, by and between Spintech, Inc., a Delaware corporation, which has a principal business address of 218 Dew Drop Road, York, Pennsylvania 17402 ("Spintech") and Biotronix Laboratories, Inc., a Delaware corporation which has a principal place of business at 3235 Fairfield Avenue, St. Petersburg, Florida 33712 ("Licensee").

WHEREAS, Spintech owns the right to the MINI-TAPS UNIT (the "Product") as set forth in U.S. Patent No. 5512730 dated April 30, 1996 and certain corresponding foreign patents and related know-how and technology (collectively the "Intellectual Property Rights") and

WHEREAS, Spintech desires to grant to Licensee, and Licensee desires to accept a license for the use of the Intellectual Property Rights to manufacture and market the Product in accordance with the terms set forth below.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein, the parties agree as follows:

1. License Grants.

(a) Spintech hereby grants to Licensee, and Licensee hereby accepts, a non-transferable, worldwide license to make, use and sell the Product which utilizes the Intellectual Property Rights and which, in the absence of this license, would infringe on Spintech's rights therein. The license shall be exclusive worldwide for the balance of the term.

1.1 Sublicensing. Licensee shall not have the right to sublicense under this Agreement without the prior written consent of Licensor which consent shall not be unreasonably withheld. Licensee agrees that any such sublicense shall be in writing and in terms consistent with the terms of this Agreement, and that Licensee shall remain primarily liable to Spintech for performance by any manufacturing sublicensees of Licensee's obligations under this Agreement. Licensee shall forward to Spintech for its approval, not to be unreasonably withheld, a complete copy of each proposed sublicense prior to its execution. Anything herein to the contrary notwithstanding, L.G. Group Technologies, Inc. ("LG"), or any newly formed corporation in which LG has a controlling interest, is hereby approved by Spintech as a sublicensee or assignee of Licensee's rights hereunder. Licensee agrees to bind any sublicensee to an obligation to maintain the confidentiality of proprietary information of Spintech.

1.2 Corporate affiliates; change in control. The license granted herein may be assigned or sublicensed by Licensee to its corporate parent or any other corporate affiliate now existing or hereafter formed provided Licensee guarantees the obligations of such assignee or sublicensee. Changes in the ownership or control of Licensee shall not constitute an assignment or sublicensing of the Intellectual Property Rights in violation of this Agreement. Merger or acquisition of Licensee shall not constitute an assignment or

sublicensing in violation of this Agreement, provided the surviving company of such merger or the acquirer of Licensee assumes the obligations of this Agreement. Anything herein to the contrary notwithstanding, LG or any newly formed corporation n which LG has a controlling interest is hereby approved by Spintech as a sublicensee or assignee of Licensee's rights hereunder.

2. Research and Development. Spintech is presently engaged in the research and development of a "mini-TAPS" unit utilizing the Intellectual Property Rights. Spintech estimates but does not guarantee that, with appropriate funding, research and development of the unit can be completed within approximately six months. In partial consideration for the granting of this exclusive license, Licensee agrees to pay up to $125,000, as a research and development fund only, to Spintech to enable it to complete research and development of the Product and thereafter to pay royalties as provided below.

2.1 Payment of Costs by Licensee. Within twenty-one (21) days of the date of signing of this Agreement, Licensee shall pay Spintech the initial sum of $50,000. Subsequent payments shall be made by Licensee to Spintech within ten business days of each call by Spintech, provided however that, apart from the initial sum of $50,000, Licensee shall be required to advance an amount of no more than $25,000 within any given thirty (30) day period unless it elects to do so. Spintech shall act in a commercially reasonable manner in an attempt to complete research and development of the Product for less than $125,000. If Spintech is able to complete research and development of the Product for less than $125,000, Licensee shall be required to pay only that lesser amount.

2.2. Payment of Excess Costs by Spintech. In the event that research and development of the Product cannot be completed for $125,000, and Spintech elects to

proceed with further research and development of the Product, Spintech shall bear all costs in excess thereof Subject to Section 3 hereof, Spintech shall furnish Licensee with such reports as to the progress of research and development as Licensee may reasonably request. Spintech shall act in a commercially reasonable manner to complete research and development of the Product as soon as reasonably possible.

3. Termination of Project. In the event that Spintech reasonably believes that the potential value of a fully researched and developed product does not warrant additional expenditures for research and development of the Product beyond $125,000 of which Spintech shall be the sole judge, it shall have the right to terminate the project after a thirty (30) day written notification to Licensee. Licensee shall then have the right to complete development, manufacture, and sell the Product, at its sole cost and risk, or to terminate its rights and obligations under this Agreement. In that event, Licensee shall not be subject to any minimum sales figures provided in Section 4(a) hereof but shall be liable for paying royalties based upon actual Net Sales pursuant to Section 4(a) hereof.

4. Royalties.

(a) Licensee will pay Spintech royalties at the rate of 6% on world-wide gross sales, less returns ("Net Sales") of the Product utilizing the Intellectual Property Rights. No obligation to pay royalties shall accrue until the Product is available for a sales and marketing effort to commence. For the first year following commencement of sales, Licensee shall pay royalties calculated on minimum Net Sales of $100,000 or actual Net Sales, whichever is greater. During the following six month period, Licensee shall pay royalties calculated on minimum Net Sales of $200,000 or actual Net Sales, whichever is . For the one year period thereafter, Licensee shall pay royalties based on minimum annual Net Sales of $1,000,000 or actual Net Sales, whichever is greater. The

minimum annual Net Sales figure used to calculate minimum royalty payments shall increase by $250,000 for each succeeding year throughout the duration of this Agreement, until the minimum annual Net Sales figure reaches $4,000,000 and thereafter the minimum annual Net Sales figure used to calculate minimum royalties shall be $4,000,000 for each succeeding year.

(b) Licensee shall provide Spintech with Net Sales figures with respect to each product utilizing the Intellectual Property Rights for each calendar quarter within twenty-one (21) days after the end of each quarter and with such other details as Spintech may reasonably request. Within twenty-one (21) days after the end of each quarter, Licensee shall pay to Spintech the amount of royalties for such period based on such figures or based on the minimum Net Sales of the Product pursuant to subparagraph (a), whichever is greater.

(c) Promotional units, in an amount not to exceed ten (10%) percent of the number of units of the Product sold during the first year following commencement of Sales, which means units given away without charge, shall be excluded from Net Sales during such year and shall not earn royalties.

5. Term. The license granted herein shall be for a term commencing as of the date of this Agreement and ending on the expiration of the last patent for which rights are granted hereunder. Notwithstanding the foregoing, the license and this Agreement may be terminated by Spintech (a) if Licensee defaults on advances payable pursuant to Section 2.1 hereof, (b) if Licensee defaults on paying royalties and fails to cure such default within ten (10) days after receipt of written notice of default; or (c) upon thirty (30) days written notice upon the default by Licensee of any other material provision hereunder; provided such default has not been remedied within such thirty (30)` days. At any time

during the term of this Agreement, upon ninety (90) days written notice, in its absolute discretion, Licensee may terminate this Agreement by giving notice thereof and, upon payment of all royalties owed and submission of all required sales reports through the date of termination, be relieved and discharged of all further obligations and liability hereunder.

5.1 Automatic Termination. If the $50,000 payment, required by Section 2.1 of this Agreement, is not paid by Licensee to Spintech by 5:00 p.m. (EST) on October 11, 1996, this Agreement shall terminate and shall be of no force and effect without notice or any other claim by Spintech.

6. Spintech's Representations and Warranties. Spintech represents and warrants to Licensee that as of the effective date hereof:

(a) Spintech is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Spintech owns the Intellectual Property Rights hereunder.

(c) The execution and delivery of this Agreement have been duly authorized, and as of the effective date hereof this Agreement will be a legal, valid and binding obligation of Spintech enforceable against it in accordance with its terms, and does not violate any provisions of any agreement to which Spintech is a party or to which it is subject.

(d) Spintech shall maintain the licensed patents during the term of this Agreement, by timely paying all fees and costs required by 35 U.S.C. ss.41 (b) and similar regulations.

(e) Spintech has no knowledge of the existence of any patent right other than the Intellectual Property Rights which would prevent Licensee from making, selling or distributing the Product.

(f) Spintech will make available to Licensee any scientific documentation or data concerning the Intellectual Property Rights and the Product that Spintech in its discretion believes may assist Licensee in making, selling or distributing the Product.

7. Spintech's Disclaimer. Spintech disclaims any representation regarding 510K approval or obligation to obtain such approval, and Licensee assumes the responsibility for obtaining and maintaining such approval.

8. Licensee's Representations and Warranties. Licensee represents and warrants to Spintech that as of the effective date hereof:

(a) Licensee is a corporation duly organized, existing and in good standing under the laws of Delaware.

(b) The execution and delivery of this Agreement have been duly authorized and as of the effective date hereof, will be a legal, valid and binding obligation of Licensee enforceable against it in accordance with its terms, and does not violate any provisions of any agreement to which Licensee is a party or to which it is subject.

9. Confidentiality Obligation. Spintech and Licensee acknowledge that the proprietary information of both parties which shall be disclosed under this Agreement is a valuable property right to each disclosing party and shall only be disclosed with the understanding that the proprietary information is confidential and shall not, under any circumstance, except as stated in this Agreement, be disclosed to any third parties without the prior written consent of the party to be affected by such disclosure. Both parties agree to keep secret and confidential all proprietary information which is supplied to each other and which is designated as confidential, and both parties agree not to use such proprietary information except as contemplated by and appropriate under this Agreement. The obligation of confidentiality imposed by this Section shall survive for five (5) years after

the expiration or termination of this Agreement. Information which Is designated as confidential proprietary information shall not be deemed confidential, if such information was: (a) publicly known prior to or are disclosure hereunder other than through acts or omissions attributable to a party, or (b) already known to a party at the time of disclosure hereunder, or (c) disclosed in good faith to a party by a third party having a lawful right to do so.

9.1 Licensee's Subcontractors. Licensee is permitted under this Agreement to engage in the services of subcontractors to assist Licensee to manufacture the Product to be sold under this Agreement. Licensee hereby agrees that, in all instances of such engagement of subcontractors, Licensee shall bind such subcontractors to an obligation of confidentiality, designed to protect the confidentiality of Spintech's proprietary information, which utilizes standards of confidentiality which are at least equivalent to those applicable to the parties hereunder.

GENERAL PROVISIONS

10. Entire Agreement of Parties. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes any and all prior and/or contemporaneous agreements, representations, and understandings of the parties whether written or oral relating to the subject matter hereof.

11. Amendments. The parties of this Agreement understand and agree that this Agreement may not be altered, amended, modified or otherwise changed in any respect or particular whatsoever except by a writing duly executed by the parties and/or their duly authorized representatives.

12. Severability. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity

of the remaining provisions shall not be affected thereby. In any event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent jurisdiction of any country in which this Agreement applies, Spintech, by written notice to Licensee, may revise the provision in question or may delete it entirely so as to comply with the decision of said court.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall be deemed to be and constitute one and the same instrument.

14. Force Majeure. Neither party shall be responsible for failure or delay in the performance of any of its obligations hereunder due to force majeure, which shall mean any circumstances which, due to an event beyond the party's reasonable control, delay or prevent the performance when due of the obligations of any party hereunder, such as but not limited to, acts of God, acts, regulations or laws of any government, wars, civil commotions, destruction of production facilities or materials by fires, earthquakes or storms, labor disturbances, shortages of public utilities, common carriers or raw materials, or any other causes of similar effect. During any such occurrence of force majeure, this Agreement shall not be terminated or expire, but shall only be suspended and the party claiming force majeure shall continue to perform its obligations as soon as such cause of force majeure is removed or alleviated.

15. Notices. Any notice that may or shall be delivered to either party hereunder shall be considered delivered and effective (a) when personally delivered, (b) when received by facsimile, or (c) when received by courier or postal service delivery at the following addresses:

If to Spintech: Spintech, Inc.

                              218 Dew Drop Road
                              York, Pennsylvania 17402
                              Attn.: Leonard Osser, President

If to Licensee:               Biotronix Laboratories, Inc.
                              Fairfield Avenue
                              Petersburg, Florida 33712
                              S. Jack Descent, CEO

16. Attorney's Fees. In the event any action, suit, arbitration or other proceeding is brought, in law or equity, to enforce or interpret any of the provisions of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief to which it is entitled, reasonable attorneys' fees and other costs.

17. Binding on Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained in this Agreement shall be binding on, and inure to the benefit of, the successors, executors heirs, representatives, administrators, and assigns of the parties hereto; provided that any assignment shall be made only with the consent of the non-assigning party, which consent shall not be unreasonably withheld.

18. No Waiver. No failure to exercise, and no delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof No waiver of any breach of any provisions shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision. No extension of time or performance of any obligations or other act hereunder shall be deemed to be an extension of time for performance of any other obligation or any other act hereunder.

19. Independent Contractors. The relationship between Spintech and Licensee established by this Agreement is that of independent entities, and nothing in this Agreement shall be construed: (a) to give either party the right or power to direct or control the daily activities of the other party; (b) to constitute the parties as principal and

agent, principal and distributor, employer and employee, partners, joint ventures, co-owners or otherwise as participants in a joint undertaking; or (c) to allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever except as may be specifically permitted hereunder; or (d) to allow either party to represent to any person or entity that such party has any right or power to enter into any binding obligation on the other party's behalf except as may be specifically permitted hereunder.

20. Governing Law. This Agreement shall be governed by and intended in accordance with the laws of the State of New York.

21. Litigation. Licensee shall notify Spintech of any suspected infringement of Spintech's patents. The primary right to institute a suit for infringement rests with Spintech. Should Spintech fail to institute an infringement action in the case of a bona fide infringement, as determined in good faith by and within the sole discretion of Spintech, within thirty (30) days after notice by Licensee of the confirmed infringement or if Spintech gives notice to Licensee that Spintech will not institute an infringement action in the relevant instance, then Licensee shall have the right to bring an action for infringement at its cost and risk. Both parties agree to cooperate with the other party in all reasonable respects, to have any of Spintech's or Licensee's employees testify when requested by the other party, and to make available any records, papers, information, specimens and the like reasonably necessary to prosecution of the infringement action. Any recovery received pursuant to such infringement action shall be retained by the party or parties bringing the infringement action, with allowances to the cooperating party for expenses incurred in supporting the infringement action.

During the term of this Agreement, Licensee shall bring to Spintech's attention any prior art or other information known to Licensee which is relevant to the patentability or validity of any of the relevant patents and which might cause a court to deem any of the patents wholly or partly inoperative or invalid. Licensee shall particularly specify such prior art or other information to Spintech at the time it learns thereof and not less than ninety (90) days prior to bringing any action against Spintech asserting the invalidity of any of the patents.

IN WITNESS WHEREOF, this Agreement is executed by the duly authorized officers effective as of the day and year first written above.

SPINTECH, INC.

By:    /s/ Leonard Osser
   ---------------------------------
       Leonard Osser
       CEO and President

BIOTRONIX LABORATORIES, INC.

By:    /s/ S. Jack Descent
   ---------------------------------
       S. Jack Descent
       Chairman and CEO