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                                                                   EXHIBIT 10.33

                         DEPARTMENT OF VETERANS AFFAIRS
                           NATIONAL ACQUISITION CENTER
                           PO BOX 76, BLDG. 37, 90N-M3
                                 HINES, IL 60141

March 8, 2002



Timm Medical Technologies, Inc.
DBA:  Osbun Medical
Attn:  Gerald R. Mattys
6585 City West Parkway
Eden Prairie, MN 55344

Dear Mr. Mattys:

Enclosed is your copy of Blanket Purchase Agreement (BPA) VANAC-90NCPR-02-0001
for Vacuum Erection Devices. The BPA's effective dates are April 1, 2002 to
March 31, 2005.

We are pleased to hear that Timm will be sending a representative to our VISN
Prosthetic Representatives Meeting in Las Vegas. I will call Cameron Johnson as
soon as I receive the final times and dates of the meeting.

If you have any questions or concerns, please call me at (708) 786-5253 or
e-mail patricia.benson@med.va.gov.

Sincerely,

   /s/ PATRICIA BENSON

Patricia Benson
Contracting Officer
National Contracts Service
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DEPARTMENT OF VETERANS AFFAIRS
VACUUM ERECTION DEVICES
BLANKET PURCHASE AGREEMENT
REQUEST FOR QUOTATION

RFQ NO. NCPR000001                      BPA NO. VANAC-90NCPR-02-001

CONTRACT NO. V797P-3456K                DUE DATE:  November 26, 2001

This is a request for a Blanket Purchase Agreement (BPA) quotation pursuant to
Clause I-FSS-646-A of your Federal Supply Schedule (FSS) contract. The
Department of Veterans Affairs (VA) Prosthetics and Sensory Aids Service (PSAS)
intends to establish a national mandatory source for Vacuum Erection Devices
(VED) for PSAS and to secure the lowest price possible for these products. PSAS
intends to standardize on VEDs that will be evaluated and determined to meet
PSAS's needs. Upon reaching mutual agreement on price and terms, this document
will be executed by both parties thereby making the BPA effective.

      1. SCOPE

      The following provides an overview of the terms and conditions of this BPA
request:

      a)    In exchange for becoming a mandatory source, VA requests additional
            price considerations for VEDs.
      b)    All sales under this agreement will be attributable to the BPA
            Contractor's current FSS contract and subject to the Industrial
            Funding Fee (IFF).
      c)    A BPA will be established with the offeror whose quote offers the
            best overall value to VA, considering product conformity to
            specifications, availability of patient education and post treatment
            follow up, price, and past performance.
      d)    This BPA, including product prices and other terms and conditions,
            is public information and is releasable under the Freedom of
            Information Act (FOIA). Procurement related information, including
            negotiations, shall be treated as confidential and shall not be
            disclosed except as required by applicable laws and regulations.
      e)    Specifications:
            1.    Single-handed operation
            2.    Manually controlled
            3.    Must have pressure release valve
            4.    Includes several sizes of bands
      f)    Evaluation Factors: See Attachment A

2.    PERIOD OF AGREEMENT

      This BPA is effective 45 days after (or earlier by mutual consent) the
      date signed by the Government and expires two years thereafter or at the
      end of the FSS contract period (including extensions, if any), whichever
      is earlier. If a new FSS contract is awarded to Contractor before this BPA
      expires, the parties by mutual agreement may establish a follow-on BPA
      against the new FSS contract for the remaining term of this BPA. The
      follow-on BPA shall cover the products covered by this BPA and shall
      contain terms and conditions substantially the same as the terms and
      conditions of this BPA. The maximum term of this BPA and follow-on BPA, if
      any, shall be two years from the effective date of this BPA. A Government
      review of the estimated purchases and the corresponding discounts for this
      BPA will be performed annually. If a follow-on BPA is contemplated, a
      review of the estimated purchases and the corresponding discounts will be
      performed before the follow-on BPA is established and annually thereafter.
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3.    PRODUCT EVALUATION

      PSAS and the National Acquisition Center will evaluate sample VEDs which
      are offered in response to this offer. See Attachment A.

4.    UNINTERRUPTED SOURCE OF SUPPLY

      By signing this BPA, the offeror guarantees to provide an uninterrupted
      source of supply of the originally awarded item(s) to satisfy PSAS's
      requirement for the performance period of the awarded BPA. If, however,
      the contractor determines to terminate production of the awarded item(s)
      and contemplates replacement with alternative item(s), VA reserves the
      right to evaluate the potential replacement item(s). There is no guarantee
      that VA will evaluate any replacement item(s) favorably. If VA determines
      the replacement item(s) is unacceptable, the individual item(s) or the
      entire BPA may be cancelled.

5.    ESTIMATED VOLUME

      PSAS's Data Validation Group (DVG) indicates the estimated annual volume
      of purchases is approximately 16,000 units.

6.    AGGREGATE PURCHASES LESS THAN ESTIMATED VOLUME OF PURCHASES.

      If the Government does not achieve the estimated volume of purchases, the
      Contractor hereby waives any right to collect the difference in price
      between the actual level achieved and the anticipated level.

7.    AWARD ON INITIAL OFFERS

      The Government intends to evaluate proposals and award a BPA without
      discussions with offerors (except communications conducted for the purpose
      of minor clarifications). Therefore, each initial offer should contain the
      offeror's best price. However, the Government reserves the right to
      conduct discussions at the contracting officer's discretion.

8.    EXTENT OF OBLIGATION

      The Government is obligated only to the extent of authorized purchases
      made under this BPA. This BPA does not obligate any funds.

9.    SALES REPORTS

      The contractor's quarterly reports of sales will also include these
      purchases and reflect the appropriate discount given.

10.   NOTICE OF INDIVIDUALS AUTHORIZED TO PURCHASE UNDER THE BPA

      Any individual who has authorized ordering/contracting authority, on
      behalf of VA's PSAS to place delivery (purchase) orders may use this BPA.

11.   ORDERING METHOD

      Orders will be placed against this BPA via Electronic Data Interchange
      (EDI), if the contractor has this capability; facsimile; in writing; or by
      phone.
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12.   DELIVERY TICKETS

      Unless otherwise agreed to, all deliveries under this BPA must be
      accompanied by delivery tickets or sales slips that must contain the
      following information as a minimum:

            a)    Name of contractor
            b)    Contract Number
            c)    BPA Number
            d)    Model Number or National Stock Number (NSN)
            e)    Purchase Order Number
            f)    Date of Purchase
            g)    Quantity, unit price, and extension of each item (unit prices
                  and extensions need not be shown when incompatible with the
                  use of automated systems, provided that the invoice is
                  itemized to show the information); and
            h)    Date of shipment

13.   INVOICES

      An itemized invoice shall be submitted to the VA billing address listed on
      each deliver (purchase) order. The requirement of a proper invoice are as
      specified in the FSS contract. The itemized invoice shall identify the
      delivery ticket or packing list, ship-to-address of supplies, the BPA
      number, and the delivery (purchase) order number assigned by the
      individual facility at the time of ordering.

14.   REPORTS

      The contractor shall provide a quarterly report of sales broken out for
      each medical center within 30 days after the close of each quarter's
      business. Reports should reflect total sales by line item number for each
      medical center. Reports shall be sent to the following address:

           Department of Veterans Affairs
           National Acquisition Center
           National Contracts Division (90N-C-PR)
           P.O. Box 76, Hines, IL 60141-0076

15.   BPA MODIFICATIONS

      This BPA may be modified by mutual agreement of the Government and
      Contractor. Each such modification shall be in writing, issued by the VA
      National Acquisition Center, and signed by the Government and the
      Contractor. Modifications shall become effective on the date signed by the
      Government.

16.   CANCELLATION

      Each party may terminate this agreement at any time by giving to the other
      written notification of its intent to do so, not less than 30 days prior
      to the effective date of the termination.

17.   ORDER OF PRECEDENCE

      All FSS contract terms and conditions apply to this BPA unless modified by
      the BPA. The terms and conditions of this BPA apply to all purchases made
      pursuant to it. In the event of an inconsistency between the provision of
      this BPA and the Contractor's invoice, the provisions of this BPA will
      take precedence.
<PAGE>
18.   DEADLINES FOR QUOTES

      Contractor quotations are to be delivered no later than 4.00 p.m. (CST) on
      November 26, 2001. Quotes submitted after this time will not be
      considered. Quotes may be faxed or mailed to the address listed below. If
      faxed, an original document with signatures must be submitted to the a
      timely manner.

Timm Medical Technologies, Inc.


/s/ GERALD R. MATTYS                              21 Nov 01
-----------------------------------------     ---------------------------------
Gerald R. Mattys                              Date Signed
Authorized Negotiator

/s/ (Illegible)                                   2/26/02
-----------------------------------------     ---------------------------------
Government Contracting Officer                Date Signed

VA National Acquisition Center
ATTN:  Patricia Benson
National Contracts Service
1st  Avenue, One Block North of Cermak
Building 37
Hines, IL 60141

Telephone:        (708) 786-5253
Fax:              (708) 786-5256
<PAGE>
                        ADDITIONAL INFORMATION REQUESTED

Company Name:                     Timm Medical Technologies, Inc.
                                  DBA: Osbon Medical
                                  6585 City West Parkway
                                  Eden Prairie, MN 55344

Phone:                            (952) 947-9410, (800) 683-8938, (800) 344-9688

Facsimile:                        (952) 947-9411

Contractor Number:                V797P-3456K

Expiration Date of FSS Contract:  January 31, 2004

Business Size:                    Small (less than 100 employees)

Payment Terms:                    2%-30 ARO [No Change from FSS]

Delivery:                         Within 30 days [No Change from FSS]

Emergency Delivery:               Within 5 days ARO [No Change from FSS]

Minimum Order:                    $100 [No Change from FSS]

Are any of the items offered under this BPA foreign?  NO

Does your company currently accept the Government Credit Card?  YES

Is your company EDI capable?  YES
<PAGE>
                                  ATTACHMENT A

                      (a) Vacuum Erection Device Quotation

Product:                   Osbon Erecaid(R)
                           Esteem(TM) Manual System

Model Number:              1130

Offered price:             $79.95

Specifications:
                           Stated:
                           1.  Single-handed operation
                           2.  Manually controlled
                           3.  Pressure release valve`
                           4.  Four different sizes and tensions of bands

                           Additional Specifications:
                           1.  Easy-action tension band (ring) loader
                           2.  Tube of Osbon personal lubricant
                           3.  Travel case
                           4.  Patient instructional video and user guide

Additional Warranties:

l. During the term of this BPA, Timm Medical will maintain a medically certified
domestic field organization of no less than 30 certified Clinical Technicians,
to perform clinical applications/demonstrations to any and all VA patients
purchasing, or having already purchased, an Osbon VED.

2. To ensure that product warranty obligations will be met for the life of any
Osbon VED purchased by the VA, Timm Medical will maintain a working capital
level of no less than $2 million for the duration of this BPA.

3. During the term of this BPA, Timm Medical will maintain $5,000,000 of
comprehensive liability coverage on all VED products and related services.
<PAGE>
               (c) Patient Education and Post Treatment Follow-up

Included in the Offered Price are the following services:

1.    PATIENT TRAINING

            The American Urological Association recommends any men interested in
            trying vacuum therapy to be given individual instruction in its use.
            Patients who rely on the manufacturer's printed or videotaped
            instructions are less likely to master the use of the vacuum device
            than those given a demonstration by a physician or experienced
            technician.

            Erectile Dysfunction Guidelines Developed for Primary Care by the
            Department of Veteran Affairs (May, 2000) states "The successful
            utilization of a vacuum tumescence device depends on appropriate
            patient education and counseling . . . Compliance and acceptance of
            the therapy have been shown to be dependent on individualized
            instruction . . . by a fully trained, qualified instructor . . .
            Qualified instructors may include urologists, physician extenders,
            nurse specialists, or certified manufacturer representatives."

Because the quality of the patient training is only as good as the quality of
the training of the individuals delivering that patient training, Timm Medical
has established a training standard that is second to none. The Osbon Vacuum
products are solicited and detailed by professionally trained Clinical
Technicians who complete a certification process accredited by the Certification
Board of Urologic Nurses and Associates. No other vacuum device company offers
this accreditation nor meets the requirements for accreditation. This
certification process includes annual product and medical-condition education.
Participants in the training are required to demonstrate their knowledge before
being permitted to participate in patient consultations. Copies of the stringent
qualifications for clinical certification and our current CBUNA certificate are
attached (Addendum A-l).

Timm's unique training program ensures that VA patients will receive proper
instruction in the use and maintenance of their Osbon vacuum device, optimizing
patient satisfaction. Timm Medical will guarantee that a certified clinical
technician will be available to each VA patient prior to, and following, the
dispensing an Osbon ErecAid Esteem Manual System.

2. 24 HOUR PATIENT SUPPORT

Timm Medical provides toll-free, 24-hour, 7 day-a-week patient support services,
available to all registered Osbon ErecAid owners, staffed by Certified Osbon
Technical Advisors. These personnel are supervised by Board Certified Urologists
who are available to augment and lend expertise to any impotence training
provided by VA healthcare professionals.

3. PATIENT FOLLOW-UP

Timm Medical's certified Technical Advisor's conduct post-purchase customer
follow-up (via phone and mailer) to ensure that all patient questions and
concerns have been addressed. Any VA patient receiving an Osbon ErecAid System
may request additional product demonstrations, performed by their certified
Clinical Technician.

Through computer registration and voluntary responses to questionnaires, Timm
Medical has gathered the most comprehensive patient information database
available. This data was first published in medical literature in 1989. With
hundreds of thousands of ErecAid Systems prescribed, this database represents
the largest single source of significant medical information validating the use
of vacuum therapy in the medical management of erectile dysfunction. The Osbon
ErecAid System claims a substantial body of clinical studies from hospitals and
universities in many countries which support an effectiveness rating of over 90%
for erectile dysfunction of almost any etiology. THE OSBON ERECAID SYSTEM IS THE
ONLY EXTERNAL VACUUM DEVICE TO HAVE OVER 20 PUBLISHED STUDIES DOCUMENTING
SAFETY, EFFECTIVENESS AND PATIENT ACCEPTANCE.

4. PROFESSIONAL EDUCATIONAL MATERIAL

Timm Medical provides, free-of-charge, comprehensive educational materials on
the causes and treatments of erectile dysfunction to VA healthcare
professionals. This information is available in both booklet and video form.
<PAGE>
A sample of this information (i.e. the Couple's Guide for the treatment of
Erectile Dysfunction) is enclosed (Addendum A-4).

5. REGULATORY COMPLIANCE (MANUFACTURING STANDARDS)

Timm Medical's facilities are well equipped and registered to produce FDA Class
I, II and III medical devices, with full ISO 9001, EN 46001 and CE mark
certifications. Timm Medical is routinely inspected by the FDA, and has always
maintained a "good standing" rating.

6. 90 DAY REFUND POLICY

All Osbon vacuum devices carry an unmatched 90-day refund policy. The policy
provides for a 100% refund if the patient is not completely satisfied. In the
VA's case, Timm Medical will refund the VA by either replacing a returned system
with a new System or, at the discretion of the VA, by issuing a credit.

7. LIFETIME WARRANTY

Timm Medical provides a lifetime warranty on the major components of each Osbon
ErecAid System. All registered owners may return the components directly to Timm
Medical for free replacement.

8. LIABILITY INSURANCE

Timm Medical maintains $5,000,000 of comprehensive liability coverage on all
products and services. In addition to the stringent professional training,
product quality, and regulatory compliance specifications delineated above, Timm
Medical's Product and Professional Liability Underwriting Standards include the
following requirements:

A.  Quality Control Standards
-     regularly survey customers on product and service satisfaction
-     monitor customer phone calls for quality of service
-     proactively solicit customer registration and communication
-     inspect all raw materials and components and institute quality testing as
      dictated under Military Standard 105-E for components delivered by
      suppliers
-     inspect and investigate all returned product and components to allow for
      continuous improvement

B. Product Safety

To date, no serious injury from the use of an Osbon ErecAid System has ever been
reported from over 450,000 owners. Product design also contributes to user
safety. The vacuum mechanism has a built-in limiter, a vacuum release valve, and
cylinder inserts for appropriate sizing and comfort. To enhance customer safety,
Timm Medical retains Board Certified Urologists who educate Timm employees,
physicians and the general public on the diagnosis, evaluation and treatment
options. Timm's Medical Directors are also responsible for the administration of
the Certification Board for Urologic Nurses and Associates accredited
certification program. Timm Certified Clinical Technicians train and educate
patients on the proper use of the Osbon ErecAid System in a clinical setting.
CBUNA is the organization which accredits urology nurses and physician
assistants.

C. Loss Experience

There has never been a claim paid for an injury nor has a lawsuit ever gone to
trial.

D. Approval Listings

The required 510(k) documents were submitted to the U.S. Department of Health
and Human Services, which subsequently determined that all impotence management
products made by Timm could be advertised and sold in the marketplace. Marketing
permission is subject to the company's adherence to the general controls
provisions of the Federal Food, Drug and Cosmetic Act. Those provisions include
regulations regarding annual registration, listings of devices, good
manufacturing practices, and specific standards regarding labeling, misbranding,
and adulteration of devices. The Osbon ErecAid was the first external vacuum
device to receive marketing approval under federal guidelines.

E. Recall Procedures

The recall policy of Timm Medical is in full compliance with the FDA's Recall
Guidelines Section 7.40 of code of Federal Regulation. The company agrees that a
recall, a market withdrawal, or stock recovery is an effective
<PAGE>
method of protecting the public health and well being from products deemed to
present a risk of injury, gross deception or other defect.

F. Medically Accredited Training Program and Full Time Medical Staff

Timm Medical retains Board Certified Urologists who oversee the accredited
certification program for clinical technicians and technical advisors. This
program is accredited by CBUNA testing body for the urologic health
professionals.
<PAGE>
                                                                       FILE COPY

DEPARTMENT OF VETERANS AFFAIRS
VACUUM ERECTION DEVICES
BLANKET PURCHASE AGREEMENT (BPA)
REQUEST FOR QUOTATION

RFQ NO. NCPR000001                  BPA NO. VANAC-90NCPR-02-001
AMENDMENT 1

Several Veteran's Integrated Service Networks (VISN) have committed to purchase
VEDs through VISN level BPAs for a one year period that expires September 30,
2002. These VISNs will not begin to purchase under this BPA until October 1,
2002.

This exclusion could decrease the Government's estimate for the first year of
the BPA by approximately 4,000 units.

Also, this Amendment increases the term of the Blanket Purchase Agreement from
two years to three years.

Since this Amendment may affect prices offered, offerors may change their
offered prices by contacting the Contracting Officer in writing by December 13,
2001.

_____________   We are not changing our original offered price.

______x______   We are changing our original offered price to $89.95.
                (Effective until 9/30/02. After September 30, price will
                decrease to original proposed bid price of $79.95 for remainder
                of 3 year term)

/s/ STEPHEN P. ZASTROW
------------------------------------
Signature

Stephen P. Zastrow
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Name (Printed)

Timm Medical Technologies
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Company Name

12-12-01
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Date