EXHIBIT 10.12(a)


                             DISTRIBUTION AGREEMENT

     THIS  AGREEMENT  made and  entered  into  this 10th day of  November,  2003
("Effective  Date"),  by and  between,  Coronado  Industries,  Inc.  having  its
headquarters at 16929 E. Enterprise Drive,  Suite 202,  Fountain Hills,  Arizona
85268  (hereinafter  referred to as "CI"),  and Izasa,  S.A.  having  offices at
Aragoneses 13 - 28108  Alcobendas - Madrid (Spain)  (hereinafter  referred to as
"IZASA").

WITNESSETH

     WHEREAS, CI is engaged in the distribution and sale of a patented Pneumatic
Trabeculoplasty  (PNT) device as described on Schedule A (hereinafter called the
"Products")   and  desires  to  appoint  IZASA,  on  the  terms  and  conditions
hereinafter  set forth,  as exclusive  distributor  for the sale of the Products
within Spain.

     NOW THEREFORE in consideration  of the mutual  covenants herein  contained,
and other good and valuable consideration, it is mutually agreed as follows:

1.   APPOINTMENT AND ACCEPTANCE

     1.1  CI hereby appoints IZASA as CI's exclusive distributor of the Products
          in the country of Spain (hereinafter called "the Territory").

     1.2  IZASA accepts such  appointment  and agrees to use its best efforts to
          promote,  develop  and  increase  sales  of the  Products  within  the
          Territory.  Without  limiting the generality of the  foregoing,  IZASA
          shall:

          (a)  distribute  to the  best  advantage  such  literature  and  other
               advertising  material  as may be agreed to by CI and will not use
               or release any advertising or promotional  materials  (including,
               without   limitation,    labels,    packages,    circulars,   and
               advertisements) without the express prior written approval of CI;

          (b)  solicit  prospective  purchasers  who may  specify or utilize the
               Products;

          (c)  not promote or sell any product or product line which is directly
               or indirectly competitive with the Products;

          (d)  take no action which might impair the goodwill or  reputation  of
               CI or any of its affiliated companies or of the Products;

          (e)  refrain from making  quotations or writing letters under the name
               of CI.  The name of CI shall  not  appear on  stationery  used by
               IZASA,  except  as  a  marginal  note  showing  "Distributor  for
               Coronado Industries";

          (f)  have  complete  control  over,  and shall pay,  all the costs and
               expenses of its business;

          (g)  build and  maintain a sales  organization  commensurate  with the
               sales potential of the Products in the Territory and employ sales


Page 1  Izasa Spanish Distribution Agreement - Final November 6, 2003
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               personnel  trained with sufficient  product knowledge to sell the
               Products adequately within the Territory;

          (h)  interface with customers and potential  customers on behalf of CI
               for  inquiries  with  respect  to  the  Products  and  use of the
               Products;

          (i)  not make claims with respect to indications for the Products that
               are not  approved by the  appropriate  Health  Authority or other
               appropriate regulatory body;

          (j)  purchase  sufficient  quantities of the Products from CI so as to
               be  able  to  maintain  an  adequate  supply  for  resale  of the
               Products;

          (k)  comply  with  all  applicable   Spanish  and  European  laws  and
               regulations,  including any reporting  requirements in regards to
               complaints or incidents;

          (l)  promptly  report to CI, or its European  representative  which is
               currently

               Medical Device Safety Services
               Burchardtstrasse 1
               D-30163 Hannover Germany
               +49 411 69 69 8630

               all complaints, incidents or problems it receives relating to the
               Products;

          (m)  follow all CI sales policies communicated by CI from time to time
               in the promotion and sale of Products;

          (n)  handle and store all  Products  in  accordance  with  Spanish and
               European laws and the labeling and instructions of CI.

2.   PRICE, RETURNS, PURCHASE OBLIGATIONS, PRODUCT SUPPLY

     2.1  The supply price of the Products,  except for samples,  to IZASA shall
          be as outlined below;

          (a)  PNT controllers at  [CONFIDENTIAL  INFORMATION  OMITTED AND FILED
               SEPARATELY WITH THE COMMISSION] per controller.

          (b)  PNT  rings  at  [CONFIDENTIAL   INFORMATION   OMITTED  AND  FILED
               SEPARATELY  WITH THE  COMMISSION]  per single ring  packaged in a
               sterile  sachet.  Rings will be provided to IZASA in units of 100
               sterile sachets/carton.

          (c)  CI will arrange for shipment of product from their  manufacturing
               facility to IZASA's  warehouse.  The cost of shipping the product
               from CI's  distribution  facility  to IZASA's  central  receiving
               facility in Spain will be the responsibility of CI

          (d)  The  above  supply  prices  will be fixed  until  December  2005.
               Beginning in January 2006 CI can adjust the supply price based on
               a  reported  U.S.   manufacturing   inflation  index,  with  such
               adjustment using 2003 as the base year.


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          (e)  The above pricing reflects the current controller and ring design
               and manufacturing  processes. In the event the United States Food
               and Drug  Administration  (USFDA) or any other governmental heath
               authority  (HA)  requires  modifications  to the  PNT  controller
               and/or  ring  in  order  to  allow  continuing  sale  within  the
               Territory  which would lead to an  increase in the  manufacturing
               costs to CI of more than 10%,  the Parties  agree to  negotiate a
               new supply price.

     2.2  (i) IZASA will have the following annual minimum purchase requirements
              ('Annual Minimum')

                          Calendar Year                      Annual Minimum
               -----------------------------------------------------------------
               January 2004 to December 2004                       *
               -----------------------------------------------------------------
               January 2005 to December 2005                       *
               -----------------------------------------------------------------
               January 2006 to December 2006                       *
               -----------------------------------------------------------------
               January 2007 to December 2007                       *
               -----------------------------------------------------------------
               January 2008 to December 2008                       *
               -----------------------------------------------------------------
               * [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
                 COMMISSION]

          (ii) IZASA and CI will agree to a delivery  schedule  for the calendar
               year 2004 minimum  quantities  by December  15th,  2003.  For the
               remaining  years of this  agreement  Izasa and CI will agree to a
               delivery  schedule for each year's 'Annual  Minimum' by September
               15th of the prior year.

          (iii) The agreed upon delivery schedule for the 'Annual Minimums' will
               involve no more than 5 shipments per year from CI to IZASA

          (iv) Quantities in excess of the 'Annual Minimum"  requirements cannot
               be applied to the next year's Annual Minimum

     2.3  Terms of payment shall be as follows:

          i)   Net 30 days upon  receipt  of goods for orders  placed  under the
               Annual Minimums

          ii)  Net 60 days upon receipt of goods for all other orders

     2.4  IZASA shall make the payments  described  herein by bank wire transfer
          per  instructions  to be  provided by CI. Time shall be of the essence
          with  respect  to  the  payment  monies  by  IZASA  pursuant  to  this
          Agreement.

     2.5  CI  will  provide  to  IZASA,  free  of  charge,  up to  [CONFIDENTIAL
          INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION]  PNT
          controllers,  along with [CONFIDENTIAL  INFORMATION  OMITTED AND FILED
          SEPARATELY  WITH THE  COMMISSION]  rings per  controller  (the starter
          packs) in order to  accelerate  the  introduction  and adoption of PNT
          within the Territory.  Delivery of the controllers and rings described
          under this subsection will be agreed to by the Parties.  The intent is
          to provide devices to key opinion leaders within the Territory.  IZASA
          will not sell materials which are provided to them free of charge.


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     2.6  IZASA may return  goods,  including  vacuum  units  which may  require
          service,  to CI only in accordance with CI's published  returned goods
          policy. Used rings cannot be returned to CI

     2.7  CI will be responsible for the production,  including  sourcing of raw
          materials,  for all  commercial  and clinical  supplies.  All Products
          shipped to IZASA will be in compliance  with relevant  regulatory  and
          governmental requirements,  including compliance with the requirements
          of an EU 2a  device  classification  and will have  sufficient  expiry
          dating to allow for distribution through normal distribution channels.
          This  manufacturing  obligation  will expire upon  termination of this
          Agreement.

3.   RELATIONSHIP OF THE PARTIES

     IZASA shall be an  independent  contractor of CI. This  Agreement  does not
create any employer-employee,  agency, joint venture or partnership relationship
between CI and IZASA.  IZASA is not  authorized or empowered to act as agent for
CI for any purpose and shall not on behalf of CI either enter into any contract,
undertaking,  or agreement of any kind whatever, or make any promise,  warranty,
or representation  with respect to the Products other than those published by CI
in the advertising and sales promotional material provided to IZASA.

4.   NOTICES

     Any notices will be sent via  facsimile  and by a  recognized  express mail
carrier:

     If to IZASA:          IZASA S.A.





                           Facsimile:

     If to CI:             Coronado Industries
                           16929 E. Enterprise Drive, Suite 202
                           Fountain Hills, Arizona  85268
                           USA

                           Attention: CEO
                           CC: Director of Operations
                           Facsimile +1 480 837 6870

or to such other  address as either party may  hereafter  designate by notice to
the other  party.  The date of giving  of any such  notice  shall be on the date
received from an express mail carrier.

5.   FORCE MAJEURE

     Neither party hereto will be liable to the other for its failure to perform
hereunder due to act of God,  accident,  fire,  flood,  storm,  riot,  sabotage,
explosion, strike, labor disturbance, national defense requirement, governmental
law,  ordinance,   rule  or  regulation,   whether  valid  or  invalid,  defense
requirement,  governmental law, ordinance, rule or regulation,  whether valid or
invalid, inability to obtain electricity or other type of energy, raw materials,


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labor,  equipment  or  transportation,  or  any  other  contingency  beyond  its
reasonable control which would make performance commercially  impracticable.  In
the event of a shortage  of  Products,  CI reserves  the right to  allocate  its
inventory of Products as it may determine in its sole discretion.

6.   TRADEMARKS AND PROPRIETARY INFORMATION

     6.1  CI will be responsible for registering and maintaining all Patents and
          Trademark(s) relating to the Products in the Territory at CI's costs.

     6.2  By virtue of the Agreement and IZASA's  performance  hereunder,  IZASA
          shall acquire no interest in CI trademarks or corporate  names,  label
          designs or other  identifying marks used to distinguish CI's Products.
          Except for  undertaking  such  activities  as are directly  related to
          promoting  the sale of the Product under this  Agreement,  IZASA shall
          not make use of the name  CI,  or make use of any  trademark  or trade
          name  which  in the  judgment  of CI is  confusingly  similar  thereto
          without the written consent of CI.

     6.3  The Parties will use their best  efforts to discover any  infringement
          of any Patent,  Trademark or corporate name of Coronado Industries and
          will promptly  notify each other of any such  infringement or wrongful
          use.  Any  Proprietary  Information  provided  shall be and remain the
          property of CI, and CI will impose any conditions with respect thereto
          which it deems  reasonably  necessary  to  preserve  the  confidential
          nature  thereof.  IZASA will  retain all  Proprietary  Information  in
          strict  confidence as trade  secrets of CI and will not  disclose,  or
          permit any  employee or agent of IZASA to  disclose,  any  Proprietary
          Information  to anyone  without  the  prior  written  approval  of CI,
          provided, however, that such disclosure may be made to any employee of
          IZASA who has a reasonable need for access thereto. For the purpose of
          this  Agreement,  the term  "Proprietary  Information"  shall mean all
          formulae,   processes,   and  other   information   relating   to  the
          distribution,  sale,  and use of any  Product  which  has  been or may
          hereafter  be  furnished  to IZASA and which would not be available to
          the general public otherwise than through violation of this Agreement.

     6.4  Upon the expiration or prior termination of this Agreement, IZASA will
          exercise  all  necessary  precautions  to  safeguard  the  secrecy  of
          Proprietary  Information  and to prevent the  unauthorized  disclosure
          thereof,  IZASA will consult CI as to the procedures established by it
          for this  purpose  and will from  time to time,  if  requested  by CI,
          advise CI of the procedures which it then has in effect.

7.   REGISTRATIONS AND HEALTH AUTHORITY INTERACTIONS

     7.1  CI will be responsible for all  interactions  with the relevant Health
          Authorities  (HA's)  and  will  bear  the  costs  associated  with the
          registration(s) in the Territory.

     7.2  IZASA,  as  reasonably  requested  by  CI,  will  assist  and  provide
          expertise  as  required  in  dealing  with  the  relevant  HA's in the
          Territory.

     7.3  CI and IZASA agree that a Type 2a device classification is required to
          allow the sale of the Products in the  Territory.  CI agrees to supply
          IZASA with Products meeting this classification.


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8.   TERM AND TERMINATON

     8.1  The term of this  Agreement  shall be for a period  of five (5)  years
          from the date first  above  written.  Izasa may extend the term for an
          additional  two  (2)  years  by  agreeing  to a  minimum  purchase  of
          [CONFIDENTIAL  INFORMATION  OMITTED  AND  FILED  SEPARATELY  WITH  THE
          COMMISSION]  in year six (6) and seven (7).  Following  the  initial 7
          year  term  outlined  above,  this  Agreement  will  be  automatically
          renewable on an annual basis, unless either Party notifies the other 6
          months  prior  to  expiration  of the  initial  term,  or each  annual
          extension, of their intention not to renew,

     8.2  CI shall have the option to terminate,  upon ninety (90) days' written
          notice,  if  ownership or control of IZASA is  transferred  to a third
          party or if  either  Party is  adjudged  bankrupt,  files or has filed
          against it any petition under any bankruptcy or insolvency  law, has a
          receiver  appointed  for its business or property,  or makes a general
          assignment for the benefit of its creditors.

     8.3  IZASA cannot assign,  transfer,  or hypothecate this Agreement without
          the prior approval of CI.

     8.4  IZASA  hereby  accords  CI  upon  termination  or  expiration  of this
          Agreement  an  option  to  repurchase  from  IZASA  all or any part of
          IZASA's  inventory  of Products at the price paid  therefore  by IZASA
          (the "Repurchase Price"), pursuant to the following procedures:

          8.4.1 Within five (5) days after the  effective  date of  termination,
          IZASA shall submit to CI a written  schedule  reflecting  all Products
          then owned by or in IZASA's  possession.  Said schedule shall identify
          each Product and shall indicate the quantity thereof on hand.

          8.4.2  Within ten (10) days after the receipt of such  schedule by CI,
          CI shall have the right to inspect  the  inventory  reflected  on such
          schedule.

          8.4.3 Within ten (10) days after completion of CI's inspection of said
          inventory,  CI shall give written notice of its election to repurchase
          all or any part of the inventory.

          8.4.4 Upon receipt of said notice of repurchase, IZASA shall forthwith
          deliver  such  Products  as  may be  specified  therein  to a  carrier
          designated  by CI.  Payment  of the  Repurchase  Price as  hereinabove
          provided  shall be made by CI to IZASA  either by (1) the  issuance to
          IZASA of a credit  corresponding to the Repurchase Price to be applied
          in the reduction of any  indebtedness of IZASA to CI or by (2) payment
          of the excess of the Repurchase  Price over any such  indebtedness  of
          IZASA within ten (10) days after the delivery of said Products to CI.

     8.5  Upon  termination  or  expiration  of  this  Agreement,   IZASA  shall
          immediately cease to represent itself as an authorized  distributor of
          CI with respect to the Products;  provided,  however, that IZASA shall
          have the right to sell, only in accordance with the provisions of this
          Agreement  notwithstanding  the  termination  or  expiration  of  this
          Agreement,  those  Products  which are in its inventory on the date of
          such  termination  and which CI has not  repurchased  pursuant  to the
          provisions of Subsection 9.3 hereof.


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     8.6  The  termination  or  expiration of this  Agreement  shall not release
          IZASA from the  obligation  to pay any sum that may be owning to CI or
          operate to discharge  any  liability  that had been incurred by either
          Party prior to any such termination.

     8.7  Failure  by a Party to  comply  with any of its  material  obligations
          contained in this Agreement,  including  minimum  purchase and payment
          term obligations,  shall entitle the  non-defaulting  Party to give to
          the  defaulting  Party  written  notice  specifying  the nature of the
          default and requiring the defaulting  Party to make good such default.
          If such  default is not cured within sixty (60) days after the receipt
          of such  notice  (or,  if such  default is not  capable of being cured
          within such sixty (60) day  period,  within such amount of time as may
          be reasonably necessary to cure such breach, as long as the Defaulting
          Party is  making  diligent  efforts  to do so,  except  in the case of
          payment  default,  as to which the defaulting  Party shall have only a
          sixty  (60)  day  cure  period),  the  non-defaulting  Party  shall be
          entitled  immediately  to terminate  this  agreement by giving written
          notice to the defaulting Party. The right of a Party to terminate this
          Agreement,  as hereinafter provided,  shall not be affected in any way
          by its waiver or failure to take action with  respect to any  previous
          default.

     8.8  The Parties may agree in writing, signed by both Parties, to terminate
          this  agreement in its entirety.  In such an event,  the Parties shall
          agree to the effects of such termination at that time

9.   ASSIGNMENT

     This Agreement shall be binding upon the successors and assignees of CI and
IZASA. This Agreement shall not be assignable by IZASA without the prior written
consent of CI. CI may at any time assign this Agreement to any of its affiliated
companies or to an unrelated third party.

10.  INDEMNIFICATION

     10.1 So long as IZASA is not negligent in storing and otherwise maintaining
          the Products and relabels and  repackages  the Products in  compliance
          with  procedures  agreed  to in  writing  by  CI,  and  complies  with
          applicable laws and its obligations  under this Agreement with respect
          to promotion of the Products, CI will indemnify IZASA from any and all
          liability,  loss,  or damage  IZASA may  suffer as a result of claims,
          demands,  costs, or judgment  against it arising from the sale of said
          Products supplied by CI . The limits of insurance will be a minimum of
          USD $1.0  million per  incidence  and $1.0 million in total which will
          also be the limits of this indemnification. This indemnification shall
          commence  from the execution of this  Agreement and shall  continue in
          full  force and  effect so long as there may be any  claims,  demands,
          costs or judgments arising against IZASA from IZASA's sale of Products
          supplied by CI.

     10.2 IZASA will indemnify CI from any and all liability,  loss or damage CI
          may suffer as a result of claims,  demands, costs or judgments against
          it arising from IZASA's negligence in storing, maintaining or handling
          the Products or from not  relabeling  or  repackaging  the Products in
          compliance with the agreed to written  procedure or otherwise  failing
          to comply with  applicable  laws and regulations and the terms of this


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          Agreement.  The limits of insurance will be a minimum USD $1.0 million
          per incidence and $1 million in total which will also be the limits of
          this  indemnification.  Said  indemnification  shall commence from the
          execution  hereof and shall  continue in full force and effect so long
          as  there  may be any  claims,  demands,  costs or  judgments  arising
          against CI as a result of IZASA's conduct as aforesaid.

     10.3 Each Party will  maintain,  at each  Party's  own  expense,  insurance
          coverage from a reputable insurance carrier, so as to adequately cover
          the dollar amounts outlined in the above referenced indemnifications.

11.  MISCELLANEOUS

     11.1 The  provisions  of  this   Agreement   shall  be  construed  and  the
          performance  thereof governed in accordance with the laws of the State
          of Arizona.

     11.2 The article  headings in this  Agreement are inserted for  convenience
          only  and  shall  not be  deemed  to be  part  of  this  Agreement  or
          considered in construing this Agreement.

     11.3 This  Agreement  constitutes  the  entire  understanding  between  the
          Parties and  supersedes  any previous  written or oral  agreements  or
          understandings between the Parties.

     11.4 No modification  to or waiver of the terms or conditions  hereof shall
          be  binding  upon  either  Party  unless  approved  in  writing  by an
          authorized  representative  and no  modification  can be  made  by the
          acknowledgment  of  acceptance  or by the use of purchase  order forms
          containing other or different terms or conditions.

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

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

CORONADO INDUSTRIES, INC.                  IZASA S.A.

By:     /s/ Gary R. Smith                  By:    /s/ Xavier Valls
    --------------------------                 ---------------------------
Name:   Gary R. Smith                      Name:  Xavier Valls
Title:  President                          Title: Managing Director S.E.


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                                   SCHEDULE A

(1)  PNT Vacuum Controller - Model 1000

(2)  PNT  Sterilized/Single  Use/Disposable Ring - pre-sterilized  polypropylene
     3-port PNT ring.  One (1)  sterilized  ring per sealed  Tyvek(R)pouch.  100
     rings per carton