Exhibit 10.16

                                    AGREEMENT

      This Agreement, entered into as of the 9th day of March, 1998, by and
between ALLAN WILLIS an individual residing at 13158 N. Hiline Road, Pocatello,
Idaho 83202 (hereinafter "WILLIS"); and ProCath Corporation, a New Jersey
(U.S.A.) corporation, having its principal place of business Cooper Run
Executive Park, 575 Route 73 North, Unit D-4, West Berlin, New Jersey 08091,
U.S.A. (together with any successor or assignee, hereinafter "BUYER").

      WHEREAS, WILLIS has developed and owns certain know-how, technology,
methodology, and prototype catheters relating to conductive adhesive bands for
catheter electrodes together with certain inventions, patent applications and
patents relating thereto; and

      WHEREAS, WILLIS intends to assign to BUYER and BUYER intends to acquire
from WILLIS all of his rights in the aforementioned know-how, technology,
methodology and prototype catheters relating to said process and device for
conductive adhesive bands for catheter electrodes including the inventions,
patent applications and patents relating thereto; and

      NOW, THEREFORE, in consideration of the mutual covenants of this
agreement, the parties hereto agree as follows:

1.    DEFINITIONS

      1.1   PRODUCT. The term "Product" shall mean all of WILLIS' drawings,
            sketches, diagrams, specifications, designs, medical records,
            engineering notes, notebooks, testing instructions, know-how, date,
            technology, methodology, prototypes, models and other physical and
            written descriptions and embodiments, including parts, subsystems
            and subassemblies, relating to the conductive adhesive bands for
            catheter electrodes, as set forth in United States Patent
            Application No. 5,433,742 issues on July 18, 1995, which are
            possessed by WILLIS as of the date hereof together with any and all
            future modifications or improvements, of any nature whatsoever, made
            thereto whether made by WILLIS or BUYER.

      1.2   PATENT RIGHTS. The term "Patent Rights" shall mean all past, present
            or future concepts, ideas, inventions, trade secrets, know-how
            (whether patentable or not) relating to the Product, all past,
            present or future patent applications and patents (including without
            limitation the patent listed on Exhibit A) and other industrial
            property rights throughout the world (including all substitutions,
            divisions, continuations, continuations-in-part, renewals, reissues,
            extensions and the like), all rights of action on account of past,
            present or future use or sale of the Product, the right, at any
            time,


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            to file for applications for patents and like protection for
            inventions relating to the Product in any country or jurisdiction
            throughout the world and all international rights of priority
            associated with the Product.

      1.3   NET REVENUES. The term "Net Revenues" shall mean all revenues
            received b BUYER, its Affiliates, and any person or entity which is
            a licensee or sublicensee of the Product from BUYER, from the sale
            or lease of Products protected by patents included in the Patent
            Rights to any person or entity which is not an Affiliate of BUYER,
            or the licensing of processes protected by patents included in the
            Patent Rights, excluding all import, export, or customs duties or
            similar sales and excise taxes, shipping charges, packing charges,
            paid by the BUYER and less trade discounts, quantity discounts and
            rebates.

      1.4   AFFILIATE. The term "Affiliate" means any corporation or other
            business entity with respect to which BUYER directly or indirectly
            owns or controls the majority of the voting stock, or has the right
            or power to control its operating management decisions.

2.    SALE OF ASSETS TO BUYER

      2.1   TRANSFER OF THE PRODUCT TO BUYER. Simultaneously with the execution
            of this Agreement, WILLIS agrees to assign, sell, transfer and
            convey to BUYER all of his rights, title and interest throughout the
            world in and to the Product and Patent Rights. WILLIS agrees to
            properly execute and deliver all papers and perform such other acts
            which shall be deemed appropriate by BUYER to transfer and convey to
            BUYER the entire right, title and interest in the Product and Patent
            Rights including the Assignment a set forth in Exhibit B attached
            hereto.

      2.2   TRANSFER OF INFORMATION AND KNOW-HOW. Promptly following execution
            of this Agreement, WILLIS shall transfer to BUYER all of the useful
            knowledge in their possession, or which it comes into their
            possession, relating to the Product.

3.    PAYMENT OF PURCHASE PRICE

      3.1   INITIAL PAYMENT. In partial consideration for the transfer of the
            rights of the Product and Patent Rights to the BUYER, BUYER agrees
            upon assignment of the Patent Rights to BUYER, to pay to WILLIS the
            sum of U.S. Twenty Thousand Dollars (U.S. $20,000).

      3.2   EARNED ROYALTY PAYMENTS. In further payment for the Product and
            Patent Rights being conveyed hereunder, BUYER agrees to pay to


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            WILLIS in U.S. Dollars on January 20, April 20, July 20 and October
            20 of each quarterly calendar period, with respect to the previous
            quarterly calendar period, an amount equal to 1% of the Net Revenues
            for all payments received form customers in respect to the sale or
            lease of the Product by BUYER and/or its Affiliates, and fifty
            percent (50%) of the Net Revenues received from licensees or
            sublicensees of BUYER in respect to the sale or lease of the Product
            by such licensees or sublicensees, with an aggregate maximum total
            royalty payment to WILLIS OF U.S. One Million Dollars (U.S.
            $1,000,000) (i.e., no further royalty payment shall be due WILLIS
            under this Agreement after WILLIS' aggregate royalty totals U.S. One
            Million Dollars (U.S. $1,000,000).

      3.3   MINIMUM ROYALTY PAYMENTS. Beginning January 1, 2001, through the
            date of expiration or declaration of invalidity of the patent listed
            in Exhibit A, should earned royalties be less than $3,00 in any
            quarterly calendar period, BUYER agrees, at BUYER's option, to
            either 1) pay an additional amount such that royalties due in any
            quarter will be not less than $3,000, or 2) grant WILLIS a
            non-exclusive, royalty-free license to the patent listed in Exhibit
            A which shall contain provisions to allow WILLIS to sublicense to a
            third party.

4.    PAYMENTS

      4.1   Each quarterly payment made by BUYER to WILLIS shall be accompanied
            by a statement stating the amount of net revenues with respect to
            which royalty payments are due to WILLIS hereunder together with
            sufficient additional information to show how the net revenues was
            determined. Late payments under the Agreement shall accrue interest
            at the rate of twelve percent (12%) per annum.

5.    BOOKS AND RECORDS

      5.1   BUYER shall keep and maintain at its principal office, accurate
            records and accounts for an exact determination of all net revenues
            with respect to which payments are due to WILLIS hereunder. Said
            records and accounts shall be preserved by BUYER for a period of
            five (5) years and shall at all reasonable times during business
            hours be open to the unrestricted examination and copying or audit
            of an accountant designated by WILLIS. Any such examination shall be
            at the sole cost and expense of WILLIS unless such examination
            discloses a discrepancy in the amount of Earned Royalties due in any
            quarterly period of more than ten percent (10%), whereupon such
            examination shall be at the sole cost and expense of BUYER.


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6.    IMPROVEMENTS TO THE PRODUCT

      6.1   During the term of this agreement and provided BUYER has not
            committed any breach under this agreement, WILLIS shall promptly
            disclose to buyer, without further compensation, all improvements to
            the product made by WILLIS, and BUYER shall have the right to
            prepare, file and prosecute patent applications covering such
            improvements. All such improvements and any and all improvements
            made to the Product by BUYER or its Affiliates shall be subject to
            being the exclusive property of BUYER.

7.    WARRANTIES

      7.1   WARRANTIES OF WILLIS. WILLIS expressly warrants and represents to
            BUYER that: (a) WILLIS is the owner of the Patent Rights free and
            clear of any rights or claims or licensee of others, and has not
            entered into any agreements or contracts authorizing others to use
            the Patent Rights; (b) to the best of WILLIS' knowledge, no person
            or entity is infringing or has threatened to infringe any of the
            Patent Rights; (c) to the best of WILLIS' knowledge, the existing
            patents included in the Patent Rights are valid and enforceable;
            (de) to the best of WILLIS' knowledge, the manufacture, use and sale
            of the Product will not constitute infringement of another's patent
            rights or otherwise constitute unfair competition or trade secret
            infringement; (e) to the best of WILLIS' knowledge, there is no
            pending or threatened litigation related in any way to the validity,
            use or enforceability of the Patent Rights; (f) all right, title and
            interest to the Product and Patent Rights acquired by BUYER under
            this Agreement are free and clear of all liens, encumbrances or
            other claims of creditors of WILLIS; and g) upon execution and
            delivery of this Agreement and the documents identified herein,
            WILLIS will have conveyed to BUYER good and clear title to the
            Product and Patent Rights.

      7.2   WARRANTIES OF BUYER. BUYER warrants to WILLIS as follows:

            (a)   BUYER is a corporation duly organized, validly existing and is
                  in good standing under the laws of the State of New Jersey;

            (b)   All necessary and corporate actions have been taken to
                  authorize the execution, delivery and performance of this
                  Agreement by BUYER; and

            (c)   This Agreement when duly signed by BUYER and WILLIS will be a
                  binding obligation of BUYER enforceable in accordance with its
                  terms.


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<PAGE>

8.    TERM AND TERMINATION

      8.1   Term. Unless otherwise terminated pursuant to the terms of this
            Agreement, this Agreement shall commence on the date first above
            written and continue in full force until the earlier of 1) payment
            to WILLIS of royalties totaling one million dollars ($1,000,000) or
            2) the expiration or declaration of invalidity of the patent listed
            in Exhibit A.

      8.2   TERMINATION FOR DEFAULT. Either party may terminate this Agreement
            in the event that the other party fails to perform any material
            obligation under this Agreement, provided, however, that the
            defaulting party shall have first been given written notice by the
            other party specifying the failure to perform and the defaulting
            party does not cure such failure within thirty (30) days of such
            notice.

9.    NOTICES

      9.1   NOTICES. Except as provided elsewhere in this Agreement, all
            statements, payments, and documents required or permitted by this
            agreement to be provided or given to either party shall be deemed to
            have been so provided or given upon the mailing thereof, postage
            paid by firs-class mail, and all notices required hereunder shall be
            deemed to have been given upon the mailing thereof by postage paid
            certified mail, return receipt requested, addressed to such party at
            its following address or at such other addresses and to the
            attention of such other officers or individuals as it may from time
            to time designate in writing to the other party:

      If to WILLIS:

            ALLAN WILLIS
            13158 N. Hiline Road
            Pocatello, Idaho  83202

      If to BUYER:

            ProCath Corporation
            Cooper Run Executive Park
            575 Route 73 North, Unit D-4
            West Berlin, New Jersey 08091|

            Attention:  Joseph Griffin

      With a copy to:

            EP MedSystems, Inc.
            100 Stierli Court, Suite 107
            Mt. Arlington, New Jersey 07856

            Attention:  David Jenkins


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10.   ENTIRE AGREEMENT

      10.1  ENTIRE AGREEMENT. This Agreement shall represent the entire
            agreement by and between WILLIS and BUYER and all previous
            understandings or agreements between WILLIS and BUYER relating to
            the subject matter of this Agreement are hereby terminated and
            superseded. This Agreement shall not be modified except by an
            agreement in writing signed by both parties hereto.

11.   MISCELLANEOUS

      11.1  ARBITRATION. In the event of a dispute arising under this Agreement
            and the parties are unable to reach an agreement within sixty (60)
            days of commencement of a request for such agreement by either
            party, the matter shall be finally settled by arbitration pursuant
            to the rules then in effect of the American Arbitration Association.
            The arbitration shall take place in New Jersey. In any such
            arbitration proceeding the non-prevailing party shall pay all
            arbitration fees and reasonable attorney's fees of the prevailing
            party.

      11.2  WAIVER. The failure of either party at any time to require
            performance by the other party of any provision of this Agreement
            shall not affect or in any way derogate from the right to require
            such performance at any time thereafter; nor shall the waiver by
            either party of a breach of any provision thereof be held to be a
            waiver of the provision itself.

      11.3  GOVERNING LAW. This Agreement shall be governed by and construed in
            accordance with the laws of the State of New Jersey.

      11.4  ASSIGNMENT. None of the parties hereto shall have the right to
            assign its rights or delegate its duties hereunder without the
            written consent of the other parties, which consent shall not be
            unreasonably withheld. Such consent of WILLIS shall not be required
            for any assignment by BUYER to any of its Affiliates or to any party
            which acquires (through purchase, merger, or otherwise) all or
            substantially all of the assets and/or business of Buyer. Such
            consent of BUYER shall not be required for any assignment by WILLIS
            to any entity controlled by WILLIS. This Agreement shall be binding
            upon, and inure to the benefit of, the successors and assigns of the
            parties hereto.


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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective duly authorized officers.

ALLAN WILLIS

/s/ Allan F. Willis                        Dated: 3-9-98
------------------------------------              ------------------------------


PROCATH CORPORATION

By: /s/ David A. Jenkins                   Dated: 3-6-98
    --------------------------------              ------------------------------
        Name: David A. Jenkins
        Title: Vice President


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                                    EXHIBIT A

United States Patent Number 5,433,742, issued July 18, 1995, entitled
"CONDUCTIVE ADHESIVE BAND FOR CATHETER ELECTRODE."

<PAGE>

                                    EXHIBIT B

      I, ALLAN WILLIS, of 13158 N. Hiline Road, Pocatello, Idaho 83202, U.S.A.,
am the owner of he entire right, title and interest to the United States Letters
Patent No. 5,433,742 granted July 18, 1995 for

                 CONDUCTIVE ADHESIVE BANK FOR CATHETER ELECTRODE

For good and valuable consideration, receipt of which is hereby acknowledged
have assigned and do hereby assign to ProCath Corporation, a New Jersey (U.S.A.)
corporation, having its principal place of business Cooper Run Executive Park,
575 Route 73 North, Unit D-4, West Berlin, New Jersey 08091, U.S.A., its
successors, assigns and legal representatives, the entire right, title and
interest in and to the foregoing United States patent together with all rights
and actions thereunder and all right to recovery for past infringements.

March 9, 1998                                   Allan F. Willis
                                        ------------------------------

State of  Idaho    )
                   ) SS
County of  Bannoch )

      I hereby certify that before me in the County of Bannoch, in the State of
Idaho, personally appeared Allan Willis, personally known by me, who then and
there was duly sworn by me, and under oath acknowledged that the foregoing
assignment was duly signed, sealed, and delivered by him on the date appearing
at the foot thereof.

              3-9-98                          Janice Clark
       --------------------               --------------------------------------
                                          Notary Public
                                          My Commission Expires:

                                               6-1-99
                                          --------------------------------------


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