MANUFACTURING AGREEMENT
                             -----------------------

         This agreement made the 20th day of December 2000 by and between
AMERICAN TOOL & Mold Inc. herein after referred to "ATM" and RETRAC MEDICAL INC.
herein after referred to as RETRAC.

         Retrac is the owner and holder of certain patented medical products
know as the Stat Trac retractable needle safety syringe.

         ATM has the knowledge and ability to design and build molds and to do
the molding (manufacture plastic parts through American Technical Molding a
division of ATM's) of Retracs medical syringes.

         1)       ATM and Retrac agree to do business together. Retrac assigns
                  AT1V to design and build the pre-production and the production
                  molds to produce their retractable needle safety syringe
                  plastic parts and for ATM to do the molding, assembly,
                  printing and packaging of all the plastic parts from said
                  molds. Once built and paid for by Retrac, all molds will be
                  owned by and be the exclusive property of Retrac Medical, Inc.

         2)       ATM agrees to design and build the molds for these specific
                  plastic parts described as the Retrac retractable needle
                  safety syringe.

         3)       ATM further agrees, at ATM's own expense, to establish and
                  constrict a limited access assembly and packaging area,
                  meeting standards appropriate for such medical device assembly
                  and in compliance with U.S Quality System Regulations (title
                  21, CFR) This area will be used exclusively for the printing,
                  assembly and packaging of the Retrac syringe.

         4)       In the consideration of establishing this assembly room
                  facility Retrac will award ATM exclusive the right to
                  manufacture, design and build the pre-production and the
                  production molds for the Retrac program for world wide use.
                  AIM will also have the right to mold, print, assemble and
                  package all syringes for sale in North America. An exception
                  may exist if Retrac contracts and/or licenses Terumo
                  Corporation to sell Retrac retractable needle safety syringes
                  under the Terumo flame. Retrac desires to produce all syringes
                  for sale, however should Terumo require that some or all parts
                  of the syringe be produced by Terumo as a condition of the
                  agreement, ATM will have exclusive right to build molds and do
                  only such other steps as requested or required by Terumo. This
                  exception exist only if required by Terumo and only for such
                  production volume for which Terumo is authorized.


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         5)       The cost for the pre-production molds and the cost for the
                  production molds will be as already quoted and as needed to be
                  quoted in the future for the entire Retrac project.

         6)       The cost of the production of the parts (molding), printing,
                  assembly and packaging from the pre-production molds and from
                  the production molds will he as quoted and or as will be
                  quoted in the future.

         7)       In the event that there is any pricing dispute between ATM and
                  Retrac in regard to pricing for the cost of the molds and/or
                  the piece price production (molding) ATM and Retrac will each
                  seek one competitive quotation from a competitor performing
                  similar mold making or production for comparison, the parties
                  agree that the price to paid to ATM will not exceed the
                  average of the two competitive quotes so selected.

         8)       The terms of this agreement between ATM and Retrac shall be
                  for a period of ten (10) years from contract date, or the life
                  of the product whichever is longer, unless agreed in writing
                  by both parties. This agreement covers the Retrac retractable
                  needle safety syringe and/or any improved or substituted
                  product and/or material.

         9)       ATM agrees that it will perform the services and manufacturing
                  required herein in a manner and in a form which is acceptable
                  under generally accepted industry standards and the Quality
                  System Regulations (Title 21, CFR). ATM further warrants that
                  the said work and services shall be performed in a good
                  workman like manner and in compliance with specifications and
                  tolerances agreed upon by both parties. Additionally, any
                  warranties in regard to the mold(s) arid production by ATM
                  shall be limited to the parts produced by ATM for Retrac for
                  the production thereof and no other. There are no other
                  warranties, either expressed and/or implied. Each party will
                  carry 1iability insurance of a type and amount appropriate to
                  their responsibilities and to the production of medical
                  devices.

         10)      Retrac warrants that it has the sole rights to the design,
                  manufacturing and sale of this product (Retrac) and agrees to
                  indemnity and hold harmless ATM for any action and/or damages
                  incurred by ATM for any patent or design infringements.

         11)      ATM agrees to sign a confidentiality agreement with Retrac.

         12)      The parties hereto agree that in the event of any dispute, or
                  claim of default arising out of this agreement, or the
                  performance hereof; that cannot be settled through negotiation
                  between the parties, said dispute shall be submitted to
                  arbitration under the rules of the American Arbitration
                  Association for binding arbitration.

         13)      The parties hereto agree that this agreement shall be
                  construed in accordance with the laws o 1the state of Florida
                  and that any jurisdiction or venue shall be in Pinellas
                  County, Florida, USA. In the event that it is necessary for
                  either party

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                  hereto to enforce the provisions of this agreement, the
                  prevailing party in such a arbitration or enforcement action
                  shall be entitled to be reimbursed for all cost of such
                  action, including a reasonable attorney's fee.


Witnesses:

                                        American Tool & Mold Inc.
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                                        By /s/ Demetre Lourlourgas
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                                        Demetre Lourlourgas, President

                                        Retrac Medical Inc.
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                                        By /s/ Thomas Sassone
-----------------------------------       --------------------------------------
                                        Thomas Sassone, President