<PAGE>
                                                                   EXHIBIT 10.31

                                                                               1

                               (Rev.R5 mod.10-26)

                         DISTRIBUTION AGREEMENT BETWEEN
                CELL ROBOTICS, INC. AND CALIFORNIA CALTECH, INC.

This AGREEMENT is made on JULY 8TH OF 2002, by and between CELL ROBOTICS, INC.,
a corporation organized under the laws of the State of New Mexico, having its
principal place of business at 2715 Broadbent Parkway, NE, Albuquerque, New
Mexico 87107, U.S.A. (hereinafter referred to CRI) and CALIFORNIA CALTECH, INC.,
a corporation organized under the laws of the State of California, having its
principal place of business at 433 Cheryl Lane, City of Industry, CA 91789
(hereafter referred as CALTECH or "DISTRIBUTOR"), both also referred hereafter
as a "PARTY" or together as the "PARTIES".

THE PARTIES HERETO AGREE AS FOLLOWS:

1.0      APPOINTMENT

1.1      Subject to the limitations contained in this AGREEMENT, CELL ROBOTICS
         hereby appoints CALTECH as the exclusive DISTRIBUTOR for the LASETTE
         series (Laser Finger Perforator) and its accessories and consumables,
         as well as for the (future) modified LASETTE for BABYHEEL STICK and its
         accessories, hereinafter referred to as "PRODUCTS" in the PEOPLES
         REPUBLIC OF CHINA, including HONG KONG and MACAO (hereinafter referred
         to as "TERRITORY") If both parties so agree, the AGREEMENT could be
         extended to some China's BORDER Countries. In the meantime, as long as
         CRI do not withdraw such permit, DISTRIBUTOR is authorized to market
         the products in VIETNAM

1.2      CRI's sales of its PRODUCTS to United States government, international
         aid agencies outside China, such as United Nations agencies, which may
         then place (partially or totally) these PRODUCTS in the TERRITORY,
         incur in no obligation to the DISTRIBUTOR, if not expressly agreed
         otherwise, but CRI WILL notify the DISTRIBUTOR before the sales
         contracts are signed . In case that the complete set of after-sales
         services (one year warranty) is required from CALTECH, than a fee 6% of
         the net value invoiced by CRI for the corresponding products (complete
         orders) will be paid to the DISTRIBUTOR, the fee ARE payable upon the
         signature of the service contract related.

1.3      CRI and DISTRIBUTOR agree to act as indicated below if the following
         export situations should occur:

         a)       To any inquiries or orders from within or outside the
                  TERRITORY, which are intended to ship into the TERRITORY, CRI
                  will not quote or sell. CRI will refer all those inquiries or
                  intended orders to DISTRIBUTOR, except when 1.2 applies, but
                  in the latter case, as far the fact is known, CRI AS STATED IN
                  1.2. will inform DISTRIBUTOR.

         b)       If CRI and/or DISTRIBUTOR detect any unauthorized shipments
                  and sales of the PRODUCTS to the TERRITORY, CRI shall inform
                  DISTRIBUTOR and the foreign buyer that CRI is stopping the
                  sales of the PRODUCTS to that buyer, request that buyer to
                  stop selling PRODUCTS in the TERRITORY, and notify him that
                  CRI and or DISTRIBUTOR will not provide any warranty and other
                  services for the already purchased PRODUCTS (including
                  consumables). DISTRIBUTOR will also notify its customers that
                  no warranty nor liability whatever will apply to LASETTES if
                  used with non-CRI-approved consumables

<PAGE>

                                                                               2

2.0      DISTRIBUTOR'S ACTIVITIES AND RESPONSIBILITIES

2.1      DISTRIBUTOR shall diligently promote the sale of CRI's PRODUCTS in the
         TERRITORY, maintain at all times a sales and office force adequate to
         meet market needs. DISTRIBUTOR shall also: submit to CRI quarterly
         sales reports that include

         -        updated purchase sales forecasts, pricing information,
                  distribution channels used as well also, customer general
                  characteristics and claims, etc.

         -        if not agreed otherwise, pay shipping charges, forwarding and
                  handling charges, custom duties, taxes, storage and all other
                  charges on all shipments of PRODUCTS from CRI, and cover the
                  same with adequate insurance, and all money received under
                  such insurance shall be used to replace such parts; furnish to
                  the CRI from time to time such reports, information and data
                  as CRI may reasonably request,

         -        information about the appearance of counterfeits and
                  countermeasures taken.

2.2      Orders shall be placed by the DISTRIBUTOR, if not advised otherwise, to
         CRI's office in Albuquerque, New Mexico {today's fax number (505)
         344-8112}. DISTRIBUTOR must specify shipping terms and conditions
         clearly, which shall be confirmed by Fax to DISTRIBUTOR before
         shipment. Shipments shall be ex-factory Albuquerque, New Mexico if not
         agreed otherwise (shipping additional).

2.3      DISTRIBUTOR shall not divulge any confidential information with respect
         to CRI's business except as may be necessary to carry on its activities
         under the AGREEMENT, nor shall CRI with respect to ASHER. The provision
         shall not apply to any information that is placed into the public
         domain by persons or organizations other than DISTRIBUTOR. This
         obligation shall survive any termination or expiration of this
         AGREEMENT.

2.4      All expenses incurred by DISTRIBUTOR for the sale of PRODUCT in the
         TERRITORY are to be paid by DISTRIBUTOR.

2.5      DISTRIBUTOR shall not remove, change or add to labels associated with
         the PRODUCTS except with prior written approval of supplier. Neither
         party shall have rights under this AGREEMENT to any trademarks or trade
         names of the other party. Neither party shall use the other party's
         trademarks or trade names without the prior written consent of the
         other. DISTRIBUTOR agrees to use advertisements and promotional
         material containing CRI's trademarks only after prior written approval
         of CRI. DISTRIBUTOR agrees that CRI shall own the copyright in any
         advertising and promotional material given to DISTRIBUTOR by CRI and
         all translations, and DISTRIBUTOR shall so mark all such materials. CRI
         agrees that DISTRIBUTOR shall own the copyright in any advertising and
         promotional material given to CRI by DISTRIBUTOR and all translations,
         and CRI shall so mark all such materials Nevertheless, CRI could use
         freely such material in other Chinese speaking countries.

2.6      DISTRIBUTOR shall make use of all its resources (including the legal
         actions) and influence to stop the production, marketing, sales or
         export by third parties of counterfeits or copies of the PRODUCTS and
         notify immediately CRI if such events occur or are suspected to occur
         unless such events are authorized by CRI in accordance with the
         DISTRIBUTOR.

2.7      DISTRIBUTOR shall submit to CELL ROBOTICS within 30 days of the
         effective date of this Agreement and availibility of the government
         permits for the PRODUCTS a projected sales forecast for the next twelve
         (12) months following the effective date of this AGREEMENT, and
         continue to submit yearly updates based on the DISTRIBUTOR's realistic
         marketing information. The forecast will be revised by CRI and
         eventually modified by mutual agreement. This forecast will not be
         binding during the first three

         (3) year validity of the agreement, but both parties will provide their
         best efforts to comply with its goals. Nevertheless, if in the first 18
         months after availability of the Government Permits results should be
         strongly below reasonable forecasts, CRI reserves the right to
         terminate or modify the Agreement. After said 3

<PAGE>

                                                                               3

         years the PARTIES will agree on the future procedure before extending
         the contract term.

2.8      DISTRIBUTOR further agrees to do all of the following:

         a.       Assign IMMEDIATELY at least one person inside his territory
                  who shall be responsible for the sales, applications support
                  and service management of CRI's PRODUCTS. Presently these
                  persons are Mr. REN FENG AND MS. WEI YU ZHUANG CALTECH must
                  have in his associated Chinese office a person able to write,
                  read and reasonably speak English, to communicate adequately
                  with CRI

         b.       After an initial sales and service training that shall be
                  mostly provided by CRI (see 3.2 below), ensure at
                  DISTRIBUTOR's own expense the availability of trained sales
                  and service staff for effective marketing of CRI's PRODUCTS in
                  the TERRITORY, the training course being a contractual
                  obligation

         c.       Apply for and take all reasonable steps to obtain or have
                  obtained PRODUCT clearance validation as may be required by
                  agencies in the TERRITORY in respect of CRI's PRODUCTS, and,
                  in such event that the parties may agree to add further
                  PRODUCTS, to take such action in respect of these further
                  PRODUCTS. The parties will agree regarding the payment of THE
                  GOVERNMENT fees for any necessary registration and clearance
                  validations in the TERRITORY of THE LATTER products. The
                  Original Certificate for the LASETTE, issued by the Chinese
                  Health Authorities at the name of CRI will be handed over by
                  CRI to DISTRIBUTOR.

         d.       DISTRIBUTOR shall be responsible for the correct instructions
                  to the customers for all instrument operations that follow the
                  sales and service training. This includes the warning to the
                  customers that incorrect use of the consumables and resale of
                  PRODUCTS to outside the TERRITORY leads to the loss of
                  Warranty, liability and Post-Sales services. This apply
                  particularely to the CRI-unauthorized use of multi-use
                  disposables in Hospital and similar facilities and the use of
                  the LASETTE without or with counterfeit and/or not
                  CRI-authorized disposables.

3.0      CELL ROBOTICS' ACTIVITIES AND RESPONSIBILITIES

3.1      Each CRI's quoted instrument price on Cell Robotics PRODUCTS shall
         include an: a) Eighteen (18) month warranty on parts from the date of
         shipment to DISTRIBUTOR, or b) Twelve (12) months from the date of
         delivery to the final customer, whichever occur first. .

         Any necessary shipment of parts due to the Warranty to DISTRIBUTOR's
         country or other agreed-upon site is included (Local duties/taxes are
         the responsibility of the DISTRIBUTOR). DISTRIBUTOR is responsible for
         shipping damaged parts to the Albuquerque, New Mexico office of CRI ,
         but the latter only if CRI asks so specifically.

3.2      As soon as possible after AGREEMENT signature DISTRIBUTOR will organize
         in CHINA a training technical and marketing seminar for its own and
         SUBCONTRACTOR (eventually also customers) employees involved with the
         PRODUCTS. CRI will send for a reasonable agreed time one highly
         qualified Instructor. CRI will pay the airfare for the instructor,
         CALTECH will cover all his adequate staying costs in China as well as
         any other related Chinese costs, including the provision of a qualified
         translator able to cover this type of events.

         In due time, DISTRIBUTOR shall send a qualified technician to CRI
         facilities in ALBUQUERQUE to be trained at interior reparations of the
         LASETTE, replacement of the plastic shall and recalibration. WHEN so
         agreed, CALTECH would pay the airfare and CRI the staying costs in
         ALBUQUERQUE

3.3      CRI shall fill with all reasonable promptness all orders from
         DISTRIBUTOR accepted by CRI

<PAGE>

                                                                               4

3.4      PRICE LIST: See attachment No.2, to be regularly updated.

3.5      With respect to government tenders or bids where the manufacturer is
         requested by customer to quote directly (which should be generally
         avoided) DISTRIBUTOR shall follow the instructions of CRI in connection
         with each tender or bids for which DISTRIBUTOR seeks confirmation of
         PRODUCT availability or price protection. DISTRIBUTOR will inform CRI
         of any government tenders or bids where DISTRIBUTOR would like special
         compensation from CRI. CRI reserves the right of refusal to participate
         in such bids.

3.6      CRI shall use all reasonable efforts to fill with promptness any
         accepted order of DISTRIBUTOR but shall have no responsibility to
         DISTRIBUTOR by reason of any delay or failure to deliver caused by
         components shortages, transit accidents, strikes, acts of God, severe
         weather, or other events beyond the control of CRI. In the event that
         CRI fails to deliver PRODUCTS to DISTRIBUTOR's designed site on the
         agreed upon sHIPPING date(s), with a reasonable tolerance, DISTRIBUTOR
         COULD DELETE THE ORDER..

3.7      CRI shall assign at least one person who shall be responsible for the
         orders, sales, application support and service management of
         DISTRIBUTOR's account, I.E. PRESENTLY MS. IRENE HO. CRI shall provide
         regular technical and marketing updates plus technical assistance from
         it headquarters.

3.8      If not agreed otherwise, CRI will not accept return of any of its
         PRODUCTS except for the results of warranty or malfunction following
         article 3.1. (or when a wrong product was delivered).

3.9      CRI shall use its best efforts to give DISTRIBUTOR ninety (90) days
         written notice of PRODUCTS new models and/or discontinuation. CRI shall
         offer spare parts for such discontinued PRODUCTS for two (2) years
         after the date of discontinuation. DISTRIBUTOR will place orders for
         such parts at least one hundred and twenty (120) days prior to the
         expiration of the two year period

3.10     CRI shall provide any and all readily available artwork used normally
         in the production of its promotional material upon request by
         DISTRIBUTOR, free of charge, and also a reasonable quantity of
         promotional and marketing material in English language during the
         period in which the translations indicated below are not ready, upon
         request of the DISTRIBUTOR. DISTRIBUTOR will provide all translations
         into the languages needed in the TERRITORY and obtain CRI's approval
         before final printing. CRI will have the right to use these
         translations in other countries.

3.11     CRI may, at its discretion, share costs and expenses with DISTRIBUTOR
         in the participation in trade shows and other promotional activities.
         It is understood (pursuant to Article 2.4 of this agreement) that such
         activities only are referred to international or regional trade shows
         held in the TERRITORY in which potential customers from outside of the
         TERRITORY may attend.

3.12     CRI shall not discuss distribution price in the TERRITORY with any
         other people except for DISTRIBUTOR's assigned persons, i.e. presently
         HENRY Y. HAU. CRI shall not do business directly with any employees
         and/or subsidiaries, business partners and distributors which are
         involved in distributing the PRODUCTS in the TERRITORY during the term
         of this AGREEMENT and for TWELVE (12) months following its expiration
         or termination, if the PARTIES do not agree otherwise.

3.13     The PRODUCTS supplied by CRI, once approved by the TERRITORY's
         authorities basing on permit requests filed by DISTRIBUTOR after the
         present Agreement is signed, will comply with the applicable
         TERRITORY's standards. If in the future these standards change,
         distributor will notify CRI immediately. . CRI will execute all the
         reasonable steps to comply with said changes, but in the improbable
         case that this should not be possible, this will be considered FORCE
         MAJEURE and therefore CRI will not have responsibility to DISTRIBUTOR .

         CRI will provide the original LASETTE certificate to Caltech after the
         agreement is signed (SEE 2.8.C)

<PAGE>

                                                                               5

3.14     CRI agrees to indemnify and hold harmless DISTRIBUTOR from any and all
         liability, suits, and claims, whether administrative, judicial, by
         arbitration or otherwise, brought against DISTRIBUTOR based upon
         alleged design or manufacture defects or CRI's PRODUCTS that CRI
         provides under or pursuant to the AGREEMENT. Each party will notify the
         other as soon as possible of any suit or other proceeding, or threat
         thereof, which relates or may relate to the subject of these
         indemnification provisions. Each party will further indemnify and hold
         the other party harmless from all liability, suits and claims for
         injuries and property damages caused by the negligence of the other
         party, its agents and employees.

4.0      DELIVERY

4.1      Delivery of CRI shall be ex-factory at CRI's facility, unless agreed
         otherwise.

5.0      PAYMENT

5.1      If not agreed and/or otherwise stated for payment of shipments shall be
         100% against irrevocable letter of credit. This letter of credit
         ("L/C") must:

         a.       Be issued or confirmed by a mutually acceptable US -
                  commercial bank or registered US subsidiary of such a bank, to
                  be advised to a CRI designated bank.

         b.       Allow partial shipment and transshipments.

         c.       Be payable against commercial invoice and receipt issued by
                  the DISTRIBUTOR-designed transport company or, if the goods
                  are not retrieved, against copy of fax (or letter with receipt
                  stamp or signature) with CRI advising the DISTRIBUTOR that
                  goods are ready for transport, plus CRI affidavit that they
                  were not retrieved within 15 days of the date of before
                  mentioned advise.

         D.       ALL L/C RELATED FEES AND CHARGES TO BE PAID BY DISTRIBUTOR,
                  EXCEPT THE ADVISING AND NEGOTIATING CHARGES OF THE US-BANK(S),
                  TO BE PAID BY CRI.

5.2.     If the purchase order includes deliveries to be shipped more than 60
         days after order date, an advance payment of 20% is required and the
         balance against L/C as above.

5.3.     In case the merchandise can be delivered out of existing CRI stock, the
         payment could be 100% by direct transfer against invoice and copy
         (including Waybill) of the couriered OR FAXED advise by CRI to the
         DISTRIBUTOR stating that the goods are ready for retrieval by
         DISTRIBUTOR's designated forwarder.

5.4      If so agreed, payment as 5.3 could be applied for any other case.

5.5      Middle term, not applicable immediately, CRI and DISTRIBUTOR could
         agree delayed payment for the PRODUCTS, which conditions would be also
         agreed. This with the object to be able to quote better payment
         conditions to end-consumers

6.0      WARRANTY

6.1      CELL ROBOTICS shall give its limited instrument warranty as mentioned
         in 3.1. as follows:

         For an instrument which is found to be faulty during the period
         specified under 3.1. by the

         end-customer and this fact verified by DISTRIBUTOR, or solely by the
         DISTRIBUTOR if not yet delivered to the former, upon confirmation to
         CRI's satisfaction that the fault is not due to damage in transit,
         mishandling or verifiable non-observance of the operating instructions
         (see also 3.1.), CRI shall replace or repair the instrument and ship
         it, if not agreed otherwise, to DISTRIBUTOR designated address in the
         USA, crediting 30% of the LASETTE price as indicated in the PRICE LIST
         to cover the Import costs and CRI will cover all shipping costs.

<PAGE>

                                                                               6

         Once DISTRIBUTOR has put in place duly trained technical personnel,
         when a customer claims the malfunction of a certain instrument, one of
         the duly trained persons will issue a certificate stating that no sign
         of mistreatment nor misuse can be noted and state the details of the
         malfunction. If so, CRI will accept the claim

6.2      CRI gives no other warranty either express or implied. Any warranty
         that might be implied in law shall expire within the period of the
         express warranty. In no event shall CRI be responsible for remote or
         consequential damages As an alternative to above, at DISTRIBUTOR's
         choice, if and from the moment on DISTRIBUTOR accepts to take on his
         own account any future warranty claim by his customers (other than
         faults due to design of the instrument), CRI would deliver to
         DISTRIBUTOR, without further cost, an additional quantity of LASETTES
         equal to 5% of each order.

6.3      THE PARTIES WILL ALSO AGREE BY A MUTUALLY SIGNED FUTURE SEPARATE
         DOCUMENT TO COMPLETE THE WARRANTY, REPARATION AND CLAIM CONDITIONS AND
         PROCEDURES, AND EVENTUALLY SUBSTITUTE PARTIALLY OR TOTALLY ABOVE
         MENTIONED CONDITIONS AND PROCEDURES.

7.0      NON - AUTHORIZATION

7.1      In case that further authorities authorization for present or future
         products is required, if Distributor is not able to obtain such in a
         reasonable time to be agreed, the affected products could be
         disincorporated from the Agreement by CRI.

7.2      DISTRIBUTOR shall attend to any official notification or registration
         of this contract at its expense, including translation, and shall
         advise CRI of full particulars of same.

8.0      DURATION

8.1      Unless sooner terminated as set forth within (see also but not only
         2.7.), this AGREEMENT shall remain in full force and effect for an
         initial period of THREE(3) years from its effective date. Provided the
         PARTIES can agree so 6 month before expiration, the AGREEMENT may be
         extended for additional 2 year periods. If for any reason the business
         relations between the PARTIES to this AGREEMENT shall continue without
         formal written renewal, such continuance shall not be deemed a renewal
         or extension and DISTRIBUTOR's appointment shall be subject to
         termination upon six months written or telegraphic notice by either
         PARTY to the other. In all other respects the terms and conditions
         would be identical to those previously agreed to in writing, if not
         agreed otherwise.

8.2      Should either PARTY at any time during the period of this AGREEMENT
         discontinue business, be adjudged bankrupt, have a Receiver appointed
         in respect of its assets, or make a general assignment for the benefit
         of creditors, then in such event either PARTY may at its option,
         terminate this AGREEMENT by giving the other PARTY thirty (30) days
         notice in writing.

8.3      Should DISTRIBUTOR at any time during the period of this AGREEMENT fail
         to meet and incur in a serious breach of the agreed upon provisions of
         this AGREEMENT, then CRI shall first warn DISTRIBUTOR in writing and
         than may at its option terminate this AGREEMENT by giving thirty (30)
         days notice in writing to DISTRIBUTOR, except that if DISTRIBUTOR shall
         correct and/or compensate the breach or default within the notice
         period, this AGREEMENT shall remain in force.

8.4      Should CRI at any time during the period of this AGREEMENT fail to meet
         and incur in a serious breach to of the agreed upon provisions of this
         AGREEMENT, then DISTRIBUTOR shall first warn CRI in writing

<PAGE>

                                                                               7

         and than may at its option terminate the AGREEMENT by giving thirty
         (30) days notice in writing to CRI, except that if CRI shall correct
         and/or compensate the breach of default within the notice period, this
         AGREEMENT shall remain in force.

8.5      Neither PARTY shall be liable to the other because of the termination
         or non-renewal of this AGREEMENT, for compensation, reimbursement or
         damages on account of the loss of commission on anticipated order,
         present or prospective, or on account of expenditures, investments,
         leases or commitment in connection with the business or for any other
         reason. CRI shall, subject to other terms and conditions of this
         AGREEMENT, honor paid orders transmitted to CELL ROBOTICS prior to
         termination or expiration.

8.6      Upon the termination or expiration of this AGREEMENT, both PARTIES
         shall immediately cease using all advertising matter and other printed
         matter in it possession or under its control containing any of the
         trade names or trademarks of the other party whether or not registered
         in the TERRITORY with the exception that DISTRIBUTOR may continue to
         use these materials to promote the sale of its remaining inventory of
         the PRODUCTS until it has been sold. CRI will provide, within
         reasonable constraints and as far as possible, authorization and
         assistance for DISTRIBUTOR to sell its remaining inventory and if asked
         so, if possible, assign DISTRIBUTOR<180>s remaining inventory to the
         new distributor. Both PARTIES agree not to do business under or use any
         of the other Party TRADEMARKS' trademark or trade names as part of its
         company name during the term of this AGREEMENT or following its
         expiration or termination.

9.0      NO AGENCY

9.1      The relationship of DISTRIBUTOR to CRI is that of an independent
         contractor. Nothing contained in this AGREEMENT shall be deemed to
         authorize or empower DISTRIBUTOR, its agents or employees, to act as
         agent for CRI or conduct business in the name, or for the account of
         CRI, or otherwise bind it in any manner except as provided herein.
         DISTRIBUTOR shall, in particular, have no power to act in the name of
         CRI by agreeing to terms and conditions of sales and closing sales
         transaction.

10.0     NON-ASSIGNABLE AGREEMENT AND EVENTUAL FUSIONS AND MERGERS

10.1     This AGREEMENT is exclusive to DISTRIBUTOR and non-assignable and
         non-transferable, except when CRI expressly authorize so in written
         form. Any attempt by DISTRIBUTOR to assign or transfer rights or
         obligations under this AGREEMENT without written assent by CRI shall be
         a breach by DISTRIBUTOR. This prohibition shall extend to any transfers
         of ownership, sales of interest, or withdrawal or death of a proprietor
         or partner. In the event ownership of any controlling shareholder of
         DISTRIBUTOR changes, DISTRIBUTOR shall promptly notify CRI, and CRI may
         then terminate this AGREEMENT upon notice..

11.0     MISCELLANEOUS

11.1     All notices under this AGREEMENT shall be in writing. If to CRI, it
         shall be sufficient for all purposes if delivered in person or sent by
         courier or registered mail to: 2715 Broadbent Parkway, NE, Albuquerque,
         New Mexico 87107 U.S.A. If to DISTRIBUTOR, it shall be sufficient if
         delivered in person or sent by courier or registered mail to
         DISTRIBUTOR office in the U.S.A. as stated before..

         A different address may be used by either party, provided that it has
         been specified in a notice to the other.

<PAGE>

                                                                               8

11.2     CELL ROBOTICS, with the advise of DISTRIBUTOR, shall provide all
         non-territorial documents and information required by DISTRIBUTOR to
         import the PRODUCTS to the TERRITORY CRI will as also provide the
         formal certificate of the sole distributorship in Chinese market for
         Caltech use

11.3     The headings used herein are for ease of reference only and not to be
         used in interpretation or construction of this AGREEMENT.

11.4     The provisions of this AGREEMENT shall not be extended, varied,
         changed, modified or supplemented other than by AGREEMENT in writing
         signed by both CRI and DISTRIBUTOR. There are no terms or conditions,
         representations or understandings except as set forth within this
         AGREEMENT.

11.5     This AGREEMENT shall be governed by the laws of the State of New
         Mexico, U.S.A. The English version shall control all interpretation and
         construction of this AGREEMENT.

11.6     This AGREEMENT and its attachments represent the entire understanding
         of the parties with respect to the purchase, marketing, and sale by
         DISTRIBUTOR of the PRODUCTS. All prior understandings and agreements
         between the parties are merged herein. This AGREEMENT may not be
         modified in any respect except in writing signed by both parties
         hereto.

11.7     Any dispute regarding the interpretation or implementation of this
         AGREEMENT shall be decided by arbitration pursuant to the procedure of
         the American Arbitration Association in the State of New Mexico. The
         prevailing party will be entitled to the payment of its attorney's fees
         by the other party.

11.8     The following exhibits are attached to the present AGREEMENT, of which
         Exhibits No.1, No. 2, No. 3 and No. 4 are fully valid parts.

         EXHIBIT No.1:  SOLIDARITY DECLARATION WRITTEN IN Chinese and
                        English issued by Beijing Pacific Caltech Science &
                        Technology Development Company Ltd.

                          in favor of CALTECH

         EXHIBIT No.2:  PRICE LIST AND COMPLEMENTS

         EXHIBIT No.3:  PURCHASE ORDER 020628 ISSUED BY CALTECH

         EXHIBIT No.4:  SUPPLY OF 1-USE DISPOSABLES AND CARTRIDGES

12.0     SPECIAL AND ONE TIME ISSUES

12.1     After or together with the signing this agreement, DISTRIBUTOR shall
         place to CRI an Order as stated in EXHIBIT 3, including 750 new LASETTE
         2.

12.2     The Sales forecast for the 12 month JULY 2002 until JUNE 2003, as
         defined in Article 2.7, will be 1000 Lasettes 2, including the
         inventory being taken over from the former distributor.

12.3     CRI will make all the necessary efforts and take all the steps
         reasonably possible - whilst DISTRIBUTOR accepts take over - the stock
         of LASETTE 2 presently existing at the former Distributor, estimated at
         250 LASETTE 2. The price to be paid is for now assumed at COST plus 5%.
         If the quantity is less than 250 units, the balance will be ordered to
         CRI at the prices as Exhibit 3. The implementation of this Article will
         be agreed in due time.

12.4     The sales forecast for the 12 months JULY 2003 until June 2004, as
         defined in article 2.7, will be up to 4000 LASETTE 2, but DISTRIBUTOR
         guarantees the purchase of 1500 units, but will incur in all possible
         effort to increase this figure to 2000,

<PAGE>

                                                                               9

12.5     The procurement, pricing and distribution policy for Disposables is
         treated in EXHIBIT No. 4

12.6     DISTRIBUTOR will immediately stop the sales of multi-use cartridges to
         HOSPITALS and other customers using the LASETTE on several persons and
         offer such CUSTOMERS who already have such cartridges to substitute
         them at the rate of 100 (1-use) disposables per cartridge. Non
         compliance with this article or continued supplies of cartridges to
         Hospitals will be considered a most serious infringement of the
         AGREEMENT.. No warranty will be valid for Hospitals and similar using
         original or counterfeits cartridges or counterfeits Disposables.

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

/S/ Oton M. Tisch

----------------------------------------        CELL ROBOTICS, INC.


/S/ Henry Y. Hau

----------------------------------------        CALIFORNIA CALTECH INC.