Filed by Automated Filing Services Inc. (604) 609-0244 - Med-Tech Solutions Inc. - Exhibit 10.2





 MANUFACTURING AGREEMENT

 This Agreement dated as of the 25 day of January, 2005 

 BETWEEN:

	 	Med-Tech Solutions Inc.,
        a company duly incorporated pursuant to the laws of the State of Nevada
        and having its office at Suite 2200 – 1177 West Hastings Street,
        Vancouver, B.C., V6E 2K3 
	 
	 	 	 
	 	 (the "Company") 	 


AND:

	 	MDMI TECHNOLOGIES INC. (FORMERLY
        M.D.M.I. MANUFACTURING CANADA LTD.), a company duly
        incorporated pursuant to the laws of Canada and having its office at 110-12051
        Horseshoe Way Richmond, BC, V7A 4C8 
	 
	 	 	 
	 	(the "Manufacturer") 	 


WHEREAS:

	A.	 The Manufacturer has agreed to manufacture a certain
        urinary incontinence apparatus described in Schedule “A” attached
        hereto on behalf of the Company, for use in the women’s health care
        industry, according to the quality standards of the Company; and the Company
        has agreed to purchase such products from the Manufacturer, on the terms
        of this Agreement. 

	 	

	B. 	 The Company originally acquired the rights to the
        aforesaid urinary incontinence apparatus pursuant to an exclusive license
        agreement dated October 29, 2004 (the “Technology Acquisition Agreement”).
      

	 	

	 THEREFORE in consideration of the mutual covenants
      in this Agreement and other good and valuable consideration, receipt of
      which is acknowledged, the parties hereto agree as follows: 
	 	

	1.0	DEFINITIONS 

	 	

	 	In this Agreement: 

	 	

	1.1	 "Documentation" means any technical or user
        manuals or documentation related to or necessary for the use of the Products,
        in English and in various foreign-language versions; 

	 	

	1.2 	 "MDMI Document Control System" means the
        document control system implemented by the Manufacturer. 

	 	

	1.3	"Products" means the products described in
        Schedule "A" attached to and forming part of this Agreement, which
        pursuant to this Agreement will be manufactured by the Manufacturer on
        behalf of the Company. 

	 	

	1.4 	 "Specifications" means the Product manufacturing
        specifications originally given to the Company by the Manufacturer pursuant
        to the Technology Acquisition Agreement, and referred to in Schedule "A",
        as amended from time to time by the Company. 











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	1.5 	The following schedules
        are attached to and form part of this Agreement: 

	 	
	

	 	(1)
	 Schedule "A" Products and Specifications

	 	
	

	 	(2)
	 Schedule "B" Price List 

	 	
	

	2.0	

      PRODUCTS AND PRICE 

	 	
	

	2.1	Products: The Manufacturer
        will manufacture the Products in Canada exclusively for the Company, according
        to the Specifications, during the Term of this Agreement. The Company
        will purchase the Products from the Manufacturer for the price and in
        the manner set out in this Agreement. The Manufacturer will sell the Products
        only to the Company and to no other person or entity. 

	 	
	

	2.2	Price: The price
        of the Products will be the price set out in Schedule "B" to this
        Agreement (the "Price"), as amended pursuant to this Agreement.
        All prices and amounts set out in this Agreement are expressed in United
        States dollars. 

	 	
	

	2.3	First 180 Days: For
        the first 180 days of production pursuant to this Agreement (the "180-Day
        Period"), the parties will monitor the costs of manufacturing the
        Products. Within 2 weeks of the conclusion of the 180-Day Period, the
        parties may renegotiate the Price. In the event of a failure to agree
        on a renegotiated Price, either:

	 	
	

	 	(1)
	 the Price set out in Schedule "B"
        will continue; or 

	 	
	

	 	(2)
	 the Agreement may be terminated by
        mutual consent. 

	 	
	

	2.4 	Price Changes: After
        the 180-Day Period, Manufacturer will not change the Price unless: 

	 	
	

	 	(1)
	 The Manufacturer demonstrates that
        its costs to manufacture the Products have changed proportionately to
        the proposed change;

	 	
	

	 	(2)
	 The Company and the Manufacturer agree
        to evenly split cost savings due to part or process improvements; 

	 	
	

	 	(3)
	 The Manufacturer provides a written
        request for such a proposed change more than 90 days prior to the proposed
        effective date of such change; 

	 	
	

	 	(4) 
	 The Company approves such change in
        writing; 

	 	
	

	 	(5) 
	 A new Schedule "B" reflecting the price
        change is issued for this Agreement.

	 	 	 
	2.5 	New Products: The
        Company will provide advance written notice to the Manufacturer of any
        products which are to be added to this Agreement. By consent of both parties,
        all relevant Schedules will be amended or if necessary new Schedules will
        be added in respect of specifications, price, materials and equipment,
        etc. related to any new products. The terms of this Agreement will apply
        to such new products, which will be deemed to fall under the definition
        of "Products".

	 	
	

	3.0	 SPECIFICATIONS &
        QUALITY CONTROL 

	 	
	

	3.1	 Obligations of the Manufacturer: The
      Manufacturer will:










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	 	(1) 	manufacture and test the Products to
        the uniform, high quality standards established by the Company, which
        meet or exceed all the Specifications;

	 	 	

	 	(2)	  manufacture the Products in quantities
        sufficient to meet the demand for the Product; 

	 	 	

	 	(3)	  maintain by itself, or through its
        agents, an adequate stock of the materials and parts required to manufacture
        the Products in accordance with this Agreement;

	 	 	

	 	(4) 	 employ sufficient competent and experienced
        personnel, who are skilled and trained in the manufacture of the Products;

	 	 	

	 	(5)	 provide appropriate manufacturing facilities
        in Canada for the manufacture of the Products; 

	 	 	

	 	(6)	  provide standard hand tools and equipment
        listed in Schedule "B";

	 	 	

	 	(7)	  maintain a quality system in accordance
        with ISO13485 and provide the Company with documentation to support
        quality system status;

	 	 	

	 	(8)	  notify the Company immediately in writing
        in the event: 

	 	 	

	 	 	(1)
	 the Manufacturer is unable to maintain quality system
        certification in accordance with ISO Standards, or, 

	 	 	
	

	 	 	(2) 
	of any non-conformities specifically relating to
        the Specifications or Products. 

	 	 	 
	 	 	(9)	 if the Manufacturer fails to meet the obligations
        set out above then the Company may holdback 15% of all unpaid invoices
        until a satisfactory resolution is obtained. 

	 	 	 
	3.2	Samples: The Manufacturer
        will provide the Company with sample units of the Products at time of
        its first shipment of the Products. If the Company requests, the Manufacturer
        will provide the Company with further "control" samples of the Products
        at any time. 

	 	
	

	3.3	 Changes to Specifications:
        The Manufacturer may not vary or change the Specifications without prior
        written approval from the Company. The Company may vary, change, update
        or amend the Specifications from time to time by advance written notice
        to the Manufacturer. Changes to Price resulting from changes to Specifications
        must be mutually agreed upon in writing.

	 	
	

	3.4	 MDMI Document Control
        System: The Manufacturer will document all changes to the Specifications
        within the MDMI Document Control System. 

	 	
	

	3.5	 Records: The Manufacturer
        will maintain all related manufacturing and employment records for a period
        not less than 7 years following production of the Product. At any time
        during business hours, the Company may conduct a comprehensive audit of
        the Manufacturer's manufacturing, packaging and storage facilities, as
        well as reviewing standard operating procedures, manufacturing and employment
        records, and any other relevant information pertaining to the Products.
        The Company may appoint representatives from an independent organization
        to conduct these audits on its behalf. The Manufacturer will provide appropriate
        records to any authority (including any Notified Body or Competent Authority
        of the European Community) responsible for ensuring compliance with ISO
        standard certification. The Manufacturer will, at the Company's request,
        provide any quality control testing documentation. The Company will maintain
        all distribution and post-marketing monitoring records.











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	3.6	Quality Control: The Manufacturer
        will ensure that all quality control measures and applicable federal and
        provincial legislation and regulations are complied with, and will conduct
        ongoing quality assurance testing. 

	 	

	4.0	 PACKAGING 

	 	

	4.1	Packaging: The Manufacturer will
        pack the Products according to the Specifications, or as specified on
        the Purchase Order. If the Company develops unique packaging and/or delivery
        systems for the Products, the Manufacturer will not use such unique packaging
        and/or delivery systems with any other person, firm or entity in any country
        where the Company sells Products during the term of this Agreement and
        for twelve (12) months after the termination of this Agreement. For greater
        certainty all packaging materials shall be supplied by the Manufacturer
        and shall be included in the price described in Schedule “B”.
      

	 	

	4.2	 Packing Slip: Each shipment of
        Product will contain a packing slip complete with a lot number. 

	 	

	4.3	 Certificate of Conformance: Each
        shipment of Product will contain a certificate of conformance which certifies
        that every Product in the shipment meets the Specifications. 

	 	

	5.0 	 REPRESENTATIONS AND WARRANTIES
      

	 	

	5.1	 Manufacturer's Representations and
        Warranties: Manufacturer warrants, represents and covenants to the
        Company that: 

	 	

	 	(1)
	Authority: The Manufacturer has the necessary
        corporate authority and capacity to enter into this Agreement; 

	 	
	

	 	(2)
	 Ability: The Manufacturer has the necessary
        skill, ability and expertise to perform its obligations under this Agreement;

	 	
	

	 	(3)
	 Defects: The Manufacturer warrants that each
        shipment of Product will be manufactured and tested to the Specifications
        and will be free of defects. The Manufacturer warrants that if defects
        in the Products which prevent substantial conformance to the Specifications
        occur during the term of this Agreement then, provided that the Company
        provides prompt notice and full and complete disclosure of such defects
        to the Manufacturer; the Manufacturer will use its best efforts to either
        correct such errors or replace the defective Products within 60 days following
        receipt of notice from the Company of such defects, failing which any
        monies paid by the Company in respect of the purchase of such Products
        will be refunded. 

	 	

	6.0	 TRADEMARKS 

	 	

	6.1	Ownership: The Manufacturer acknowledges
        and agrees that Med-Tech Solutions, Inc. ("the Company) owns the trademarks,
        trade names and service marks “Gynecone”, as amended from
        time to time in the sole discretion of the Company, subject in any event
        to the terms of the Technology Acquisition Agreement..

	 	

	6.2	 Restriction: The Manufacturer
        will not use any trademark or trade name belonging to the Company on any
        Products or Packaging or otherwise, other than as set out in this Agreement.
        The Manufacturer will not sell any Products bearing any of the Trademarks
        to any person or entity other than the Company. The Manufacturer will
        not manufacture any Products bearing any of the Trademarks for any person
        or entity other than the Company. The Manufacturer will not use the trade
        name of “Gynecone” without prior written consent from the
        Company. 











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	6.3	Competing Products: During the
        term of this Agreement and for a period of twelve months thereafter the
        Manufacturer will neither manufacture, distribute or sell any other products
        which are similar to or competitive to the Products. 

	 	

	7.0 	 INTELLECTUAL PROPERTY, CONFIDENTIALITY
        & USE RESTRICTIONS 

	 	

	7.1	 Technology: The Manufacturer
        acknowledges and agrees that, except for the limited manufacturing rights
        granted in this Agreement, the Company exclusively owns and retains any
        and all right, title and interest to the Specifications, including but
        not limited to all intellectual property, trade secrets, and know-how
        whether or not subject to patent protection or copyright, associated with
        the Specification, design and manufacture of the Products (the "Technology"),
        subject in any event to the Terms of the Technology Acquisition Agreement.
      

	 	

	7.2	 Patents: In the event the Company
        applies for a patent or other intellectual property protection in respect
        of the Technology or Products, the Manufacturer will continue to have
        the right to manufacture the Products as provided herein. 

	 	

	7.3	 Confidential Information: The
        Manufacturer agrees that the Company has a proprietary interest in any
        information provided to the Manufacturer by the Company in connection
        with this Agreement whether in written or oral form, which is: 

	 	

	 	(1)
	 a trade secret, confidential or proprietary information
        relating to the Products or the Technology, 

	 	
	

	 	(2)
	 not publicly known, and

	 	
	

	 	(3)
	 communicated with an expectation of confidentiality
        or marked as confidential or proprietary information (the "Confidential
        Information"). 

	 	
	

	7.4 	Exceptions: The Manufacturer
        will not be liable for a disclosure of the Confidential Information if
        the information so disclosed: 

	 	
	

	 	(1)
	 was in the public domain at the time of disclosure
        without breach of this Agreement; or

	 	
	

	 	(2)
	 was known to or contained in the records of the
        Manufacturer from a source other than the Company at the time of disclosure
        by the Company to the Manufacturer and can be so demonstrated; or

	 	
	

	 	(3) 
	was independently developed and is so demonstrated
        promptly upon receipt of the documentation and technology by the Manufacturer;
        or

	 	
	

	 	(4) 
	becomes known to the Manufacturer from a source other
        than the Company without breach of this Agreement by the Manufacturer
        and can be so demonstrated; or 

	 	
	

	 	(5)
	 was disclosed pursuant to court order. 

	 	
	

	 	The exclusions in clauses
        (2), (3) and (4) above will not apply to Confidential Information which
        relates to the Technology originally acquired by the Company pursuant
        to the Technology Acquisition Agreement. 

	 	

	7.5	 Restrictions: The
        Manufacturer will disclose the Confidential Information only to those
        of its agents and employees to whom it is necessary in order to properly
        carry out their duties as limited by the terms and conditions of this
        Agreement. Both during and after the term of this Agreement, all disclosures
        by the Manufacturer to its agents and employees will be held in strict
        confidence by such agents and employees. During and after the term of
        this Agreement, the Manufacturer, its agents and employees will not use
        the Confidential Information for any purpose other than in connection
        with the Manufacturer's manufacture of the Product pursuant to this Agreement.
        The Manufacturer will, at its expense, return the Confidential Information
        to the Company as soon as practicable after the termination or expiration
        of this Agreement. All such Confidential Information will remain the exclusive
        property of the Company during the term of this 











 - 6 -

	 	Agreement and thereafter. This Section will also
        apply to any consultants or subcontractors that the Manufacturer may engage
        in connection with its obligations under this Agreement. 

	 	

	7.6 	 Non-Disclosure by Manufacturer: The Manufacturer
        will not disclose any Confidential Information regarding any aspect of
        Technology, or its manufacturing processes, or any aspect of its business
        dealings with the Company to any person firm or entity, without the prior
        written permission of the Company, including but not limited to the Specifications
        and any other information related to the manufacturing, packaging, marketing,
        or selling of the Products. 

	 	

	7.7	 Non-Disclosure by Med-Tech Solutions, Inc.:
        Except as required by applicable securities laws, the Company will not
        disclose any information regarding any aspect of its business dealings
        with the Manufacturer to any person, firm, or entity without the prior
        written permission of the Manufacturer. 

	 	

	7.8	 Restriction: The Manufacturer will not disassemble
        or decompile the Products or any part thereof for any purpose other than
        the purpose of manufacturing the Products pursuant to this Agreement.
        The Manufacturer will not customize, modify or have customized or modified
        any Products unless it obtains the prior written consent of the Company.
      

	 	

	8.0	 ORDERS AND DELIVERY 

	 	

	8.1	 Purchase Order: Each order by the Company
        will be made with a Purchase Order to specify quantity, price, and delivery
        dates, as well as any other requirements. The Manufacturer is required
        to return signed acknowledgement of the Purchase Order to the Company.
      

	 	

	8.2	Order Fulfullment: The Manufacturer will use
        its reasonable efforts to fill all orders placed by the Company for the
        Products in accordance with the delivery dates requested by the Company.
      

	 	

	8.3	 Risk: Title to and risk of loss of any shipment
        of the Products remains with the Manufacturer until such shipment is received
        by the Company. 

	 	

	8.4	Returned Stock: The Manufacturer will accept
        returned Products from the Company with respect to any stock that is non-conforming
        to Specifications, or is received damaged, mislabeled, mispackaged or
        in otherwise unusable condition, at 100% of current acquisition cost plus
        any applicable handling and shipping fees. 

	 	

	8.5	 Payment: The Company will pay the Manufacturer
        for the Products within 15 days (Net 15) of receipt of invoice, with billing
        to occur on the 15th and 30th of each month for
        shipments delivered within each period.

	 	

	9.0	 TERM 

	 	

	9.1	Term: This Agreement commences on the date
        first written on page one and continues for an indefinite period thereafter
        (the "Term") until terminated according to Section 2.3 above or
        Section 10.0 below. This Agreement may be renewed by mutual consent of
        the parties. 

	 	

	10.0	 TERMINATION 

	 	

	10.1	 Termination: Either the Company or the Manufacturer
        may terminate this Agreement by giving three months written notice to
        the other party including a defined date of termination, or immediately
        by mutual written agreement. 

	 	

	10.2	 Rights over Inventory: If the Company terminates
        this Agreement pursuant to Paragraph 10.1, then: 








- 7 -

	 	(1)
	 the Company will purchase all of the Manufacturer's
        inventory of any Finished Products that have been manufactured
        pursuant to a purchase order from the Company; 

	 	
	

	 	(2)
	 the Company will purchase at cost any materials,
        Component Parts or Raw Goods, less the cost of materials supplied
        by the Company, on hand up to (but not exceeding) the amount of such materials
        required to manufacture that number of Products which were manufactured
        in the three months preceding the date of termination; and h Products
        to the Company. 

	 	
	

	 	(3)
	 provided the Manufacturer has any finished inventory
        of Products in excess of the Products referred to in 10.2(1), then the
        Manufacturer will without charge deliver suc

	 	
	

	10.3	 Events of Default:
        Notwithstanding the above, the Company may terminate this agreement immediately
        and without liability if: 

	 	
	

	 	(1)
	 the Manufacturer declares bankruptcy or becomes
        insolvent or enters into receivership; 

	 	
	

	 	(2)
	 any Product of the Manufacturer fails to meet the
        Specifications, which failure is not remedied or corrected within 15 days
        of receiving written notice of such failure; or 

	 	
	

	 	(3)
	 the Manufacturer does not remedy a breach of this
        Agreement (other than any failure of any Product to meet the Specifications)
        within 30 days of receiving written notice of such breach. 

	 	
	

	10.4	 Rights on Termination:
        On termination of this Agreement, the Manufacturer will, without charge
        and at the option of the Company, destroy or deliver to the Company all
        finished inventory of Packaging and packaging material bearing the Company
        trademarks, in excess of three (3) months regular inventory. On termination
        of this Agreement, the Manufacturer will cease using the Technology and
        the Trademarks for any purpose. 

	 	

	11.0	 INSURANCE AND INDEMNITY
      

	 	

	11.1	 Insurance: The Manufacturer
        will obtain comprehensive general liability insurance, including product
        liability coverage with respect to the Products, in the amount of not
        less than one million dollars ($1,000,000.00) per occurrence,
        with the Company as a named insured. 

	 	

	11.2	 Insurance Information:
        The Manufacturer will provide the Company with current information with
        respect to its insurance coverage on an ongoing basis, and will forward
        any new information to the Company within ten (10) working days of receipt
        of such new information. 

	 	

	11.3 	 Legal Requirements:
        The Manufacturer will ensure compliance with all legal requirements, whether
        imposed by statute, regulation, or otherwise, related to the manufacturing
        of the Products, and will be solely responsible for the consequences of
        any failure to meet such legal requirements. 

	 	

	11.4	 Indemnity: The Manufacturer
        will indemnify and hold harmless the Company and its respective directors,
        officers, employees and agents from and against: 

	 	

	 	(1)
	 any and all liabilities, whether accrued,
        absolute, contingent or otherwise, with respect to any failure on the
        part of the Manufacturer under paragraph 11.3; 

	 	
	

	 	(2) 
	any and all damages or deficiencies
        resulting from any misrepresentation, breach of warranty or non-fulfillment
        of any covenant on the part of the Manufacturer under this Agreement;
        and 











 - 8 -

	 	(3)	 any and all actions, suits, proceedings, demands,
        assessments, judgments, costs, including product recall costs and legal
        costs on a full- indemnity basis, and other expenses incidental to the
        foregoing. 

	 	 	 
	11.5 	 Indemnity: the Company will indemnify
      and hold harmless the Manufacturer and its respective directors, officers,
      employees and agents from and against: 
	 	 	 
	 	(1)	 any and all damages, actions, suits, proceedings,
        demands, assessments, judgments, costs, including product recall costs
        and legal costs on a full- indemnity basis, and other expenses suffered
        by the Manufacturer arising out of an error or defect in the Specifications
        provided to the Manufacturer by the Company, but only if and to the extent
        that such Specifications were amended by the Company after being initially
        acquired from the Manufacturer pursuant to the Technology Acquisition
        Agreement, and for greater certainty the Manufacturer will provide the
        same indemnity to the Company for any damages, actions, et cetera, arising
        out of an error or defect in the Specifications which were originally
        provided to the Company by the Manufacturer.

	 	 	

	 	(2) 	 a claim by a third party that its intellectual property
        rights are infringed by one of the Products, including by the manufacture,
        use, or sale of one of the Products, but only to the extent that the claim
        arises by reason of changes made to the Specifications after being initially
        acquired from the Manufacturer pursuant to the Technology Acquisition
        Agreement 

	 	 	 
	12.0	GENERAL 
	 	 	 
	12.1	 It is specifically understood
        and agreed that the Manufacturer, in entering into and carrying out its
        duties under this Agreement, has the status of an independent contractor.
        Under no circumstances shall Manufacturer, or its agents or employees,
        be deemed to be, or represent themselves as, the agents or employees of
        the Company. Additionally, it is specifically agreed that this Agreement
        shall not create any partnership, joint venture or similar relationship
        between the parties hereto, and no representations to the contrary shall
        be made by either party. Neither of the parties hereto, nor their agents
        or employees shall have any authority to act for or on behalf of, or to
        bind the other party in any fashion, and no representations to the contrary
        shall be made by either party hereto or their agents or employees. 

	 	
	

	12.2	 Neither the Company nor
        the Manufacturer will be responsible for delays or defaults in respect
        of this Agreement that result from war (whether or not declared), riot,
        terrorism, earthquake, fire, flood, or other acts of God, or acts of the
        Queen or Her enemies, but the party claiming relief under this paragraph
        will notify the other party within 48 hours when such a delay or default
        is anticipated. If any delay in performance due to an event of force majeure
        continues for a period of twelve months (12) from the date the said event
        occurs or commences, this Agreement shall automatically terminate without
        further obligation of any kind of either party to the other. 

	 	
	

	12.3	 The Manufacturer will not,
        without the prior written consent of the Company, assign any of its rights
        under this Agreement, which consent may be unreasonably withheld. 

	 	
	

	12.4	 This Agreement may be executed
        in any number of counterparts, or by facsimile, each of which when delivered
        will be deemed to be an original, for all purposes and will constitute
        one and the same instrument, binding on the parties, notwithstanding that
        all the parties are not signatories of the same counterpart or facsimile.
      

	 	
	

	12.5	 This Agreement enures to
        the benefit of and is binding upon the parties and their respective successors
        and permitted assigns. 











 - 9 -

	12.6 	Each of the parties hereby covenants
        and agrees to execute any further and other documents and instruments
        and to do any further and other things that may be necessary to implement
        and carry out the intent of this Agreement. 

	 	

	12.7 	 This Agreement will be governed by and
        construed in accordance with the law of the Province of British Columbia,
        without regard to its conflicts of laws principles, which law will be
        deemed to be the proper law of this Agreement, and the Courts of British
        Columbia will have exclusive jurisdiction to entertain and determine all
        claims for injunctive relief at law or in equity, arising out of or in
        any way connected with the construction, breach, or alleged, threatened,
        or anticipated breach of this Agreement.

	 	

	12.8 	 The captions appearing in this Agreement
        are for reference and as a matter of convenience only and in no way affect
        the meaning of the provisions of this Agreement. 

	 	

	12.9	 No consent or waiver, express or implied,
        of any party in respect of any breach or default by the other party of
        its obligations under this Agreement will constitute a consent or waiver
        in respect of any other breach or default of such obligations or any other
        obligation of that party. 

	 	

	12.10	 All notices or other communications
        provided for in this Agreement will be deemed to have been given, delivered
        or made if they are in writing and either mailed by certified mail, return
        receipt requested, faxed with answer-back confirmation, or actually delivered
        to the applicable party to the addresses below. All notices, requests,
        demands, directions and other communications will be deemed to have been
        received: when faxed, on transmission; when mailed, on the 7th calendar
        day after being mailed, addressed as described above. 

	 	

	 	 If to MDMI: . 
	The Manager Business Development 

        MDMI Technologies Inc

        110-12051 Horseshoe Way 

        Richmond, BC, Canada V7A 4C8 

        FAX: (604) 275-7970 

        TEL: (604) 275-7944 

	 	
	

	 	 If to the Company: 
	Med-Tech Solutions, Inc. 

        2200 – 1177 West Hastings Street 

        Vancouver, B.C, V6E 2K3 

        TEL: (604) 688-7526 

        FAX: (604) 647-0631 

	 	

	12.11	 This Agreement will be read with such
        changes in number and gender as the context or the reference may require.
      

	 	

	12.12	 If any provision in this Agreement is
        invalid, illegal or unenforceable in any respect in any jurisdiction,
        the validity, legality and enforceability of such provision will not be
        affected or impaired in any other jurisdiction and the validity, legality
        and enforceability of the remaining provisions in this Agreement will
        not in any way be affected or impaired thereby, unless in either case
        as a result of such determination this Agreement would fail in its essential
        purpose. 

	 	

	12.13 	 All disputes between the parties arising
        in connection with this Agreement shall be finally settled by arbitration,
        but subject to the right of parties to seek injunctive relief pursuant
        to paragraph 12.7. The arbitration shall be held in a mutually agreeable
        location, and shall be 











 - 10 -

	 	conducted in accordance with the British Columbia
        International Commercial Arbitration Center Rules of the International
        Chamber of Commerce. Judgment upon the award rendered may be entered in
        any court having jurisdiction or application may be made to such court
        for a judicial acceptance of the award and an order of enforcement, as
        the case may be. In any arbitration proceeding, the arbitrator(s) shall
        have the right and authority to award to the prevailing party the costs,
        including attorney fees, incurred by such party in connection with such
        arbitration. 

	 	

	12.14 	 Time will be of the essence of this Agreement. 

	 	

	12.15	 This Agreement, including all Schedules, constitutes
        the entire agreement between the parties and supersedes all previous communications,
        representations, understandings and agreements whether verbal or written
        between the parties with respect to the subject matter of this Agreement.
        This Agreement may only be amended by a document signed by both parties.
      

	 	

	 	 IN WITNESS WHEREOF the parties have hereunto set
        their hands and seals as of the day and year first above written. 



MED-TECH SOLUTIONS, INC.  by its authorized signatory(ies): 

	 /s/ Mark A. McLeary 

      Authorized Signatory  
	 Name:   Mark A. McLeary     
	 

	
	 
	 

	
	 

	
	
MDMI TECHNOLOGIES INC. by its 
	
	
authorized signatory(ies): 
	
	 

	
	 

	
	 /s/ Terry Kehoe  

      Authorized Signatory  
	 Name:   Terry Kehoe










 - 11 -

 SCHEDULE "A"

	 	PRODUCTS & SPECIFICATIONS 
	 	 
	 	 Silicone Elastomer MED-6010 (Body) 

      Silicone Elastomer MED-6010 (Coating) 

      Silicone Elastomer TUFEL 2 (Tab) 

      Primer CF1-135 

      Silicone Adhesive MED-1011

      Silicone ink marking R-1008-6 

      Colorings - Liquitex Acrylic Color 

      Fly Line Scientific Anglers 

      Magnetic Weight Bell or Ball Sinker 

      Tungsten Powder Weight Option

      Heat Shrink Tube o3/32" 

      Stainless Steel Wire o.032" Type 304 










 - 12 -

 SCHEDULE "B"

	 	PRICING & QUOTATION


The price of each urinary incontinence apparatus, including materials, labour
  and packaging, shall be US$10.00 per unit.


For greater certainty the price shall be the same for all differing sizes of the apparatus.