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                                                                   EXHIBIT 10.26

                               CELL ROBOTICS, INC.
                             DISTRIBUTION AGREEMENT

This AGREEMENT is made this 3rd day of January, 2000 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 (hereinafter referred to as "CELL ROBOTICS") and
Meiwa Shoji Co., Ltd. (hereinafter referred to as "DISTRIBUTOR"), a corporation
with its principal place of business at 2-4-25 Sentai, Sumiyoshi-ku, Osaka,
558-0047 JAPAN.

The parties hereto agree as follows:

1.0      APPOINTMENT

         1.1      Subject to the limitations contained in this AGREEMENT, CELL
                  ROBOTICS hereby appoints the DISTRIBUTOR as the exclusive
                  DISTRIBUTOR for all PRODUCTS of Cell Robotics in the specified
                  TERRITORY. This AGREEMENT pertains to distribution throughout,
                  but not outside, the country of JAPAN, hereinafter referred to
                  as the TERRITORY. This AGREEMENT initially pertains to CELL
                  ROBOTICS' product line known as the Cell Robotics, Inc.
                  Workstation, LaserTweezers Workstation, LaserScissors
                  Workstation, Microscope Workstation and its options and
                  accessories (the PRODUCTS) as specified in Exhibit A.

         1.2      CELL ROBOTICS' sales of its PRODUCTS to United States
                  government agencies and international agencies, such as United
                  Nations agencies, which may then place the PRODUCTS in the
                  TERRITORY, incur no obligation to the DISTRIBUTOR. However,
                  CELL ROBOTICS may ask DISTRIBUTOR to install or service
                  instruments sold to these agencies for a reasonable fee and
                  DISTRIBUTOR agrees to honor any such request.

         1.3      CELL ROBOTICS shall not knowingly ship its PRODUCTS to a
                  customer which it knows has a regular scientific or medical
                  PRODUCTS distribution in the TERRITORY. DISTRIBUTOR shall not
                  knowingly sell to customers outside the same TERRITORY or to
                  customers for export.

1.4      Should other than CELL ROBOTICS or its subsidiary companies ship any of
         CELL ROBOTICS' PRODUCTS into the TERRITORY, without CELL ROBOTICS'
         knowledge, CELL ROBOTICS shall have no responsibility or obligations to
         DISTRIBUTOR for sales of such PRODUCTS in the TERRITORY.

2.0      DISTRIBUTOR'S ACTIVITIES AND RESPONSIBILITIES

2.1      The DISTRIBUTOR shall diligently promote the sale of CELL ROBOTICS'
         PRODUCTS in the TERRITORY, maintain at all times a sales and office
         force adequate to meet market needs.

2.3      DISTRIBUTOR shall not divulge any information with respect to CELL
         ROBOTICS' business except as may be necessary to carry on its
         activities under the AGREEMENT. This obligation shall survive any
         termination or expiration of this AGREEMENT.

2.4      All expenses incurred by DISTRIBUTOR are to be paid by DISTRIBUTOR.


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2.5      DISTRIBUTOR shall not remove, change or add to labels associated with
         the PRODUCTS except with prior written approval of supplier.
         DISTRIBUTOR shall have no rights under this AGREEMENT to any trademarks
         or trade names of CELL ROBOTICS. DISTRIBUTOR agrees to use
         advertisements and promotional material containing CELL ROBOTICS'
         trademarks only after prior written approval of CELL ROBOTICS.
         DISTRIBUTOR agrees that CELL ROBOTICS shall own the copyright in any
         advertising and promotional material given to DISTRIBUTOR by CELL
         ROBOTICS and all translations, and DISTRIBUTOR shall so mark all such
         materials.

2.6      DISTRIBUTOR shall submit to CELL ROBOTICS a projected sales forecast
         for the first twelve (12) months following the effective date of this
         AGREEMENT, and submit annual updates based on the DISTRIBUTORS
         realistic marketing information. DISTRIBUTOR will be committed to
         establish a minimum quota based on the annual forecast. In the first
         year of the AGREEMENT, the quota shall be a minimum of three (3) sales.
         Failure to meet quota could serve as cause for CELL ROBOTICS to
         dissolve the agreement for reason of non-performance. DISTRIBUTOR shall
         have the option, but not be required, to purchase CELL ROBOTICS'
         PRODUCTS during the period this AGREEMENT is in force.

2.7      DISTRIBUTOR further agrees to do all of the following:

         a.       Assign at least one person who shall be responsible for the
                  sales, applications support and service management of CELL
                  ROBOTICS' PRODUCTS;

         b.       After an initial sales and service training that shall be
                  mostly provided by CELL ROBOTICS (see 3.1 and 3.2 below),
                  ensure at DISTRIBUTOR's own expense the availability of
                  trained sales and service staff for effective marketing of
                  CELL ROBOTICS' PRODUCTS in the TERRITORY;

         c.       Assist CELL ROBOTICS to obtained PRODUCT clearance validation
                  as may be required by agencies in the TERRITORY in respect of
                  CELL ROBOTICS' PRODUCTS, and, in such event that the parties
                  may agree to add further PRODUCTS, to take such action in
                  respect of these further PRODUCTS;

         d.       DISTRIBUTOR shall be responsibie for all instrument
                  installations that follow the sales and service training.

3.0  CELI ROBOTICS' ACTIVITIES AND RESPONSIBILITIES

3.1      CELL ROBOTICS shall be responsible for one (1) sales, applications
         support and service training course in Albuquerque, New Mexico or other
         designated site. Only the training course, materials, hotel and meals
         are included. Air fare, transportation and other expenses are not
         included, and shall be the responsibility of the DISTRIBUTOR.

3.2      CELL ROBOTICS shall sell its PRODUCTS to DISTRIBUTOR at the pre-set
         negotiated list price established by CELL ROBOTICS, which shall be
         subject to change at any time on ninety days notice. Notification shall
         normally be by new price sheets, or other price notifications sent to
         the DISTRIBUTOR. DISTRIBUTOR shall not be entitled to receive any
         commissions on sales of PRODUCTS that it purchases for its own account.
         Discounts for CELL ROBOTICS' PRODUCTS for the DISTRIBUTOR shall be 25%
         off the published International Price List.

3.3      With respect to government tenders or bids, DISTRIBUTOR shall follow
         the instructions of CELL ROBOTICS in connection with each tender or
         bids, DISTRIBUTOR shall follow the instructions of CELL ROBOTICS in
         connection with each tender or bid for which DISTRIBUTOR seeks
         confirmation of PRODUCT availability or price protection.


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3.4      CELL ROBOTICS shall use all reasonable efforts to fill any order of
         DISTRIBUTOR but shall have no responsibility to DISTRIBUTOR by reason
         of any delay or failure to deliver caused by stock shortages, transit
         accidents, strikes, acts of God, severe weather, or other events beyond
         the control of CELL ROBOTICS.

3.5      CELL ROBOTICS shall not be responsible for accepting returns of any of
         its PRODUCTS except in the event wrong items are delivered or products
         do not meet quoted specifications for each order

3.6      CELL ROBOTICS shall provide regular technical and marketing updates
         plus technical assistance from its Albuquerque, New Mexico
         headquarters.

4.0      DELIVERY

4.1      Delivery of CELL ROBOTICS' PRODUCTS to customers shall be F.O.B. at
         CELL ROBOTICS' warehouse facility.

         5.0      PAYMENT

5.1      Unless otherwise agreed for a particular shipment, payment shall be net
         30 days upon delivery of the product or by confirmed irrevocable letter
         of credit or cash against documents. Payment terms shall always be at
         CELL ROBOTICS' sole discretion.

5.2      A letter of credit must:

         a.       Be confirmed by commercial U.S. bank or U.S. agency of
                  domestic U.S. bank;

         b.       Allow transshipments;

         c.       Be preferably a site draft;

         d.       All opener's account fees to be paid by DISTRIBUTOR;

         e.       U.S. bank fees to collect the money shall be paid by CELL
                  ROBOTICS;

6.0      WARRANTY

6.1      CELL ROBOTICS shall give its limited instrument warranty as follows:

         a.       FOR AN INSTRUMENT WHICH IS FOUND TO BE FAULTY WITHIN NINETY
                  (90) DAYS OF ITS INITIAL RECEIPT BY DISTRIBUTOR AND PRIOR TO
                  DELIVERY TO A CUSTOMER BY DISTRIBUTOR OR AN APPROVED
                  SUB-DISTRIBUTOR, CELL ROBOTICS SHALL REPLACE SUCH INSTRUMENT
                  OR REPAIR AND RETURN IT AT ITS OWN EXPENSE, UPON CONFIRMATION
                  TO CELL ROBOTICS' SATISFACTION THAT THE FAULT IS NOT DUE TO
                  DAMAGE IN TRANSIT OR MISHANDLING;

         b.       For instruments which fail during the period ending twelve
                  months after delivery to DISTRIBUTOR, CELL ROBOTICS shall
                  replace faulty parts free of charge.

6.2      CELL ROBOTICS gives no other warrant either express or implied. Any
         warranty which might be implied in law shall expire within the period
         of the express warranty. In no event shall CELL ROBOTICS be responsible
         for remote or consequential damages.

7.0      AUTHORIZATION

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

8.0      DURATION


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8.1      Unless sooner terminated as set forth within, this AGREEMENT shall
         remain in full force and effect for an initial period of two years from
         its effective date. Provided the parties can agree, the AGREEMENT may
         be extended for additional two-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 ninety-day 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.

8.2      Should DISTRIBUTOR 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 CELL ROBOTICS may at its option,
         terminate this AGREEMENT by giving thirty days notice in writing.

8.3      Should DISTRIBUTOR at any time during the period of this AGREEMENT fail
         to meet any of the agreed upon provisions of this AGREEMENT, then CELL
         ROBOTICS may at its option terminate this AGREEMENT by giving thirty
         (30) days notice in writing to DISTRIBUTOR, except that if DISTRIBUTOR
         shall correct the breach or default within the notice period, this
         AGREEMENT shall remain in force.

8.4      Should CELI ROBOTICS at any time during the period of this AGREEMENT
         fail to make timely delivery of its PRODUCTS, or other wise fail to
         meet any of the agreed upon provisions of this AGREEMENT, then
         DISTRIBUTOR may at its option terminate this AGREEMENT by giving thirty
         days notice in writing to CELL ROBOTICS, except that if CELL ROBOTICS
         shall correct the breach or 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. CELL ROBOTICS 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, DISTRIBUTOR 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 CELL ROBOTICS whether or not registered in the
         TERRITORY. DISTRIBUTOR agrees not to do business under or use any of
         CELL ROBOTICS' 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 CELL ROBOTICS 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 CELL ROBOTICS OR CONDUCT BUSINESS IN THE NAME, OR FOR
         THE ACCOUNT OF CELL ROBOTICS, OR OTHERWISE BIND IT IN ANY MANNER.
         DISTRIBUTOR SHALL, IN PARTICULAR, HAVE NO POWER TO ACT IN THE NAME OF
         CELL ROBOTICS BY AGREEING TO TERMS AND CONDITIONS OF SALES AND CLOSING
         SALES TRANSACTION.

10.0     NON-ASSIGNABLE AGREEMENT

10.1     This AGREEMENT is exclusive to DISTRIBUTOR and non-assignable and
         non-transferable. Any attempt by DISTRIBUTOR to assign or transfer
         rights or obligations


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         under this AGREEMENT shall be a breach by DISTRIBUTOR. This prohibition
         shall extend to any transfers of owner ship, 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 CELL ROBOTICS, and CELL ROBOTICS may then
         terminate this AGREEMENT upon notice.

11.0     MISCELLANEOUS

11.1     All notices under this AGREEMENT shall be in writing. If to CELL
         ROBOTICS, 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:

                              Meiwa Shoji Co., Ltd.
                          2-4-25 Sentai, Sumiyoshi-ku,
                             Osaka, 558-0047 JAPAN.

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

11.2     DISTRIBUTOR shall assist CELL ROBOTICS in obtaining all documents
         necessary for importation of CELL ROBOTICS' PRODUCTS in to the
         TERRITORY.

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 CELL ROBOTICS 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 attached exhibit (A) 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.

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

MEIWA SHOJI, CO., Ltd.:

By:   /s/ Tetsuro Kiso                                  January 31, 2000
      ----------------------------
Printed Name: Tetsuro Kiso
              --------------------
Title: President & CEO
       ---------------------------

CELL ROBOTICS, INC.

By:   /s/ Ronald K. Lohrding                            March 1, 2000
      ----------------------------
      Ronald K. Lohrding, Ph.D.
      President and CEO