<PAGE>

                                                                   Exhibit 10.31

                    MANUFACTURER'S REPRESENTATIVE AGREEMENT

THIS AGREEMENT, effective this 16TH DAY OF MARCH, 1999 between ACUMED, INC., an
Oregon corporation, having its principal office at 10950 S.W. 5th Street, Suite
170, Beaverton, Oregon 97005 (hereafter referred to as "COMPANY") and MEDEX
SURGICAL, having its principal office at ROUTE 3 BOX 20 BRITT DR., ARGYLE, TEXAS
76226, (hereafter referred to as "REPRESENTATIVE").

                                  WITNESSETH:

ACCORDINGLY, the parties hereto agree as follows:

1.   DEFINITIONS.

     For purpose of this Agreement, the following definitions apply:

     A.   TERRITORY

          "TERRITORY" shall consist of the following description and none other.

               NORTH EAST TEXAS AS DEFINED ON THE ENCLOSED COUNTY MAP.

     B.   PRODUCTS

          "PRODUCTS" are defined as Acumed products as listed in ADDENDUM 1 of
          this agreement. PRODUCTS my be added or deleted from this agreement
          with thirty (30) days written notice.

     C.   CUSTOMERS

          "CUSTOMERS" are defined as hospitals, hospital administrators,
          orthopaedic surgeons, outpatient clinics, surgery centers, orthopaedic
          nurses, orthopaedic technicians, purchasing agents and podiatrists.

2.   APPOINTMENT

     A.   Company hereby appoints Representative to act as an exclusive
          manufacturer's representative for the purpose of soliciting and
          transmitting to the Company orders for the PRODUCTS from the CUSTOMERS
          in the TERRITORY. The Company agrees not to appoint any other entity
          or individual to act in the TERRITORY as a manufacturer's
          representative with respect to the PRODUCTS and CUSTOMERS.

     B.   The Representative shall submit to the Company in a format described
          by the Company (Addendum 2) all orders for PRODUCTS in the TERRITORY.
          Such orders may be accepted or rejected by the Company at its sole
          discretion, but using reasonable standards of commercial judgment. IT
          IS UNDERSTOOD AND AGREED THAT THE RELATIONSHIP BETWEEN THE PARTIES
          CREATED HEREBY IS SOLELY THAT OF INDEPENDENT CONTRACTOR, AND IS IN
          NO REGARD AND FOR NO PURPOSE WHATSOEVER TO BE CONSTRUED AS CREATING
          THE RELATIONSHIP OF PRINCIPAL AND AGENT, MASTER AND SERVANT, EMPLOYER
          AND EMPLOYEE OR ANY OTHER. The Representative shall have no
          authority (i) to accept such orders, (ii) to bind the Company in any
          manner and for any purpose, (iii) to amend or modify to any extent
          such terms of sale or payment as Company may from time to time
          establish, (iv) to assume or create any obligation of any kind,
          express or implied on behalf of the Company, or (v) to delegate its
          duties hereunder except to its officers and employees.

3.   INVOICING/PRICE

     Company will invoice PRODUCTS to CUSTOMERS in the TERRITORY at a maximum of
     the list price in effect at the time of shipment. Company reserves the
     right to change the list price at any time by

<PAGE>

     providing the Representative notice in writing as to the effective date
     and new prices. All products are shipped F.O.B. Beaverton, Oregon.

4.   COMMISSION

     A. Representative will receive a commission on all sales of PRODUCTS sold
     within the TERRITORY net of any charges for any repackaging, lost or
     damaged instrumentation, and freight. Commissions and exceptions are noted
     in ADDENDUM 3.

     B.   Commissions will be paid by the 15th day following the last business
          day of the month (see ADDENDUM 4, ITEM 1.e. for possible exception). A
          detail of the commissionable sales will be provided with each
          commission check.

     C.   For the purposes of Paragraphs A and B, and notwithstanding the
          Company's willingness to advance commissions to the Representative
          based on invoices to CUSTOMERS, a sale will be deemed to have occurred
          only after Company has received payment in full for any PRODUCT(s)
          shipped into the TERRITORY. In this regard there shall be deducted
          from future commissions the following amounts:

          1.   In the event Company has not received full payment on an invoice
               to a CUSTOMER within ninety (90) days of the invoice date, those
               commissions advanced will be deducted from the commission check.
               If such invoice is later paid, the commission will be posted by
               the 15th day following the month of the collection, less any
               extraordinary costs incurred in the collection of this invoice.

          2.   If PRODUCTS are returned and accepted for CUSTOMER credit, any
               commissions advanced will be deducted from the commission check
               in the month that credit is issued.

               In the event there are not sufficient commissions owing to the
               Representative to offset said charges in the next month, the
               charges will be billed to the Representative. Or upon termination
               of this Agreement, the Representative shall pay said charges to
               company upon presentation.

3.   TERM/TERMINATION

     A.   The TERM of this Agreement shall be for six months and commence on
          March 16th 1999. This Agreement can be terminated at any time in one
          of the following ways:

     1.   This Agreement may be cancelled at any time during the original term
          or any extension thereof, for any reason whatsoever, by either of the
          parties hereto upon giving thirty (30) days written notice to the
          other party hereto. The Company may appoint a new Representative
          during this notice period.

     2.   This Agreement may be cancelled by the Company on thirty (30) days
          written notice if the Representative fails to comply fully and
          faithfully with any of the terms of this Agreement or the provisional
          letter sent on March 8th, 1999.

     3.   This Agreement may be cancelled by the Representative on thirty (30)
          days written notice if the Company fails to comply fully and
          faithfully with any of the terms of this Agreement.

     4.   In the event that either party hereto shall commit an act of
          bankruptcy or file voluntary petition of bankruptcy, or be declared
          bankrupt in an involuntary proceeding, or file for a plan under the
          Bankruptcy Act, or place its affairs in the hands of a receiver, or
          enter into a composition or the benefit of creditors, or perform any
          other act based upon or due to its inadequate credit position, then
          the other party to this Agreement may terminate this Agreement
          immediately by written notice of termination to the other party.


                                       2
<PAGE>

     5.   The Company shall not, for any reason whatsoever, including but not
          limited to the termination, cancellation or expiration of this
          Agreement, be liable to the Representative for compensation,
          reimbursement or damages, either on account of expenditures,
          investments or commitments made in connection therewith, development
          or maintenance of the Representative's business goodwill, or on
          account of any other thing or cause whatsoever.

6.   TERMINATION PROCEDURE

     A. Upon termination, cancellation or expiration of this Agreement, for any
     reason whatsoever, the Represenative will promptly return to the Company,
     transportation charges and insurance fully prepaid, all sales aids, sales
     samples, manuals, bulletins, literature, letterheads and related materials.
     Furthermore, the Representative will, at his own expense, promptly remove
     and discontinue the use of all trademarks and other designations, telephone
     listings and advertising which might convey the impression thereafter
     that he represents the Company in any manner.

     B. All Representative's consignment inventory must be turned over to a
     representative of the Company within seven (7) days of termination or
     shipped to a Company location. Representative will be responsible at the
     list price of all missing implants as documented per the CONSIGNMENT
     AGREEMENT (ADDENDUM 4). Any items opened but not used will be assessed a
     restocking and repackaging charge per the published terms of the Company's
     current price list.

7.   COMPANY RESPONSIBILITIES

     A.   The Company agrees to assist the Representative in:

          1.   Promoting the sale of Company's PRODUCTS by providing
               Representative with reasonable amounts of sales literature,
               published technical information, sales aids, as well as holding
               periodic sales seminars.

          2.   Promotion of Company's PRODUCTS in professional journals and at
               regional and national meeting of orthopaedic professionals as
               deemed of value by the Company.

          3.   Training Representative's sales representatives and giving them
               a working and selling knowledge of Company's PRODUCTS and
               POLICIES AND PROCEDURES for business. Training may take place at
               Company's offices or at Representative's location at the
               discretion of Company.

          4.   Inventory:

               a. At a minimum, Company will supply Representative with one set
               of implants and instruments for each of the PRODUCTS. Additional
               consignment inventory may be provided at Company's discretion
               based upon TERRITORY requirements (see ADDENDUM 5).

                    Representative agrees to be responsible for all such
               inventory as dictated by the CONSIGNMENT AGREEMENT.

               b. Company will supply Representative with implant sales samples,
               which are the Company's property, as outlined in the SALES SAMPLE
               POLICY (ADDENDUM 6).



                                       3
<PAGE>

8.   REPRESENTATIVE RESPONSIBILITIES

A.   Representative agrees to exercise its best efforts to promote the sale of
     Company's PRODUCTS among CUSTOMERS in the TERRITORY, and in this regard
     Representative shall:

     1.   Maintain adequate manpower to service CUSTOMERS and prospective
          CUSTOMERS.

     2.   Follow through on inquiries developed by Company's conventions,
          advertising, workshops and promotional literature.

     3.   Assist the Company in staffing booths at national meetings or meetings
          within the Territory as needed.

     4.   Be responsible for direct and indirect selling expenses which may be
          incurred in carrying out responsibilities hereunder. IT IS EXPRESSLY
          UNDERSTOOD AND AGREED THAT REPRESENTATIVE'S EXCLUSIVE REMUNERATION
          UNDER THIS AGREEMENT IS THAT SET FORTH IN PARAGRAPH 4 HEREOF.

     5.   Obtain sales samples for each sales representative that is authorized
          to represent Company's PRODUCTS, as dictated by the SALES SAMPLES
          POLICY.

     6.   Maintain adequate levels of instruments to service CUSTOMERS.

     7.   Sign a NON-DISCLOSURE AGREEMENT (ADDENDUM 7), and maintain in
          confidence all confidential and proprietary information pertaining to
          the business of the Company.

     8.   Neither assert nor acquire nor attempt to acquire any rights or
          interests in or to, nor contest or assist others in contesting any
          trademarks of Company, which shall be solely responsible for design,
          development, supply production and performance of its products and
          protection of its trademarks.

     9.   Make no false or misleading representations with respect to Company's
          PRODUCTS. Representative shall make no express or implied warranties
          to CUSTOMERS or prospective CUSTOMERS on behalf of Company with
          respect to Company's PRODUCTS without Company's express written
          consent. Representative agrees to hold Company harmless from all
          damages resulting from Representative's breach of such obligation.

     10.  Maintain records of CUSTOMERS and Company inventory and other such
          records as reasonably requested by Company and as necessary to comply
          with all FDA regulations regarding tracking of products.

     11.  Not to knowingly sell or deliver, directly or indirectly, any of the
          PRODUCTS for resale or use outside of the TERRITORY.

     12.  Follow the policies and procedures of Acumed that are made known to
          the Representative.

     13.  Representative shall immediately and fully advise Company of any suit,
          claim or complaint known to Representative resulting from the sale or
          use of any PRODUCTS.

9.   SALES QUOTA

     A.   Representative must obtain sales in the amount agreed upon per the
          attached quota. The first quota will be determined by the Company
          based upon the formula in ADDENDUM 8. The sales quota will thereafter
          be agreed to on an annual basis within ninety (90) days of the
          Company's fiscal year.

                                       4

<PAGE>


     B.   Company may establish quotas for specific product groups; in such
          case, Representative must obtain sales in that product group which are
          equal to or in excess of the quota.

     C.   Company may establish sales quotas for clearly defined regional
          sections within the TERRITORY to insure sales activity throughout the
          TERRITORY. EXAMPLE; TERRITORY is the State of New York. Separate
          quotas would be established for New York City and the rest of the
          state. If these separate quotas are not achieved, Company reserves the
          right to alter the TERRITORY.

10.  GENERAL

     A.   This Agreement contains the entire understanding of the parties, shall
          supersede any other oral or written agreements, and shall ensure to
          the benefit of Company's successors and assigns. It may not be
          modified in any way without the written consent of both parties.

     B.   Nothing herein shall be deemed to require that the Company continue
          the production of any PRODUCT.

     C.   Representative acknowledges that this Agreement is personal to it and
          shall not be assigned, alienated or otherwise transferred without the
          express written consent of the Company.

     D.   Representative agrees that Company shall be entitled to inspect and
          observe from time to time the activities and procedures relative to
          this Agreement of Representative and its salespersons with or without
          notice of any such inspection or observation.

     E.   Any notice, request or demand permitted hereunder shall be deemed to
          be properly given when deposited in the United States mail, registered
          or certified, postage paid, with return receipt requested addressed as
          follows:

               Acumed Inc.
               10950 S.W. 5th Street, Suite 170
               Beaverton, Oregon 97005
               Attention: President

     F.   Company shall not be liable for delays in delivery or failure to
          perform any obligation hereunder due to any cause beyond its control,
          including, but not limited to, labor disputes, fire, delays in
          transportation or shortages of materials or supplies.

     G.   Representative represents to Company that execution,, delivery and
          performance of this Agreement and compliance with its terms by
          Representative will not result in a breach of any agreement to which
          Representative is a party.

     H.   In the event of termination of this Agreement, Company reserves the
          right, but is not obliged, to purchase from Representative all sales
          samples owned by the Representative at a price agreed upon between the
          parties. All sales samples given to the Representative must be
          returned to the Company or they will be invoiced at the sample price
          as outlined in the SALES SAMPLE POLICY.

     I.   This agreement shall be governed by and construed in accordance with
          the laws of the State of Oregon.

IN WITNESS WHEREOF, Company and Representative have caused this MANUFACTURER'S
REPRESENTATIVE AGREEMENT to be signed as of the date written above.


                                       5
<PAGE>


          Acumed, Inc.                                 Medex Surgical



By:     Randall Huebner                         By:       Bob Kraus
   -------------------------                       -------------------------




    /s/ Randall Huebner                               /s/ Bob Kraus
----------------------------                    ----------------------------
         Signature                                       Signature


                                                          Ed Kraus
Its:     President                              Its:  /s/ Ed Kraus
    ------------------------                        ------------------------
                                                         Co-Presidents


Date:    3-17-99                                 Date:     3/15/99
     -----------------------                       -------------------------





                                       6

<PAGE>




                                   ADDENDUM 1

                                    PRODUCTS

Products include all of the catalog items in the Company's published price list
in effect as of the date of this Agreement. Any exceptions are noted below.


                             GTS (Great Too System)

Any products added to the Company's product line throughout the life of this
Agreement are automatically included under the terms of this Agreement unless
specified under a separate contract amendment.


















                                       7


<PAGE>


                                   ADDENDUM 2

                               ORDER ENTRY FORMAT

The Company will provide Representative with a billing form to be used when
phoning or faxing in orders. The form requests that the following information be
provided. If Representative wishes to use its own form, it must be approved by
the Company.

1.   Customer number

2.   Purchase order number

3.   Customer name

4.   Customer billing address

5.   Customer shipping address

6.   Other shipping address (if replacement to consignment)

7.   Instrument rental charge

8.   Freight charge

9.   Surgeon name

10.  Patient name

11.  Surgery date

12.  Product code(s)

13.  Lot number(s) of implant(s)

14.  Prices








                                       8
<PAGE>


                                   ADDENDUM 3

                                  COMMISSIONS


1.   The commission for sales of all Acumed implants and instruments is 25%
     effective September 1, 1994 until further notice.

2.   NO commission will be paid on prototype products until added to the list of
     PRODUCTS as outlined in the Agreement.

3.   A 15% commission will be paid on custom instruments and implants.

4.   If an instrument rental is charged and the instruments are owned by Acumed,
     then the instrument rental charge will be split evenly by Acumed and
     Representative.
















                                       9
<PAGE>


                                   ADDENDUM 4

                             CONSIGNMENT AGREEMENT

Agreement made between ACUMED, INC. (hereafter called Supplier) and MEDEX
SURGICAL (hereafter called Representative) this 16TH DAY OF MARCH, 1999. The
purpose of this agreement is to provide an inventory of the most current Acumed
implants and instruments (Products) presently available, as well as insure the
immediate availability of new designs as they evolve. Consequently, the
inventory levels maintained by the Representative will remain consistent with
the Customer demand for this service. Finally, the arrangements described herein
will release the Representative of the financial burden incurred by purchasing
and maintaining a complete stock of the above products.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1. ESTABLISHMENT OF PROGRAM

     a.   Supplier will establish a consignment inventory program for standby
          implants and instruments for use by the Representative for its
          Customers. Instruments will be provided on consignment as detailed in
          ADDENDUM 5.

     b.   Representative will provide a secure area within its facility for the
          storage of consignment inventory separate from Representative's owned
          inventory.

     c.   Appropriate inventory levels will be determined by the joint agreement
          of Supplier and Representative.

     d.   The initial consignment inventory shall be shipped on a consignment
          no-charge purchase order. Any subsequent additions to the consignment
          inventory will be communicated by written correspondence including
          quantities, catalogue numbers and product descriptions. Any changes to
          consignment levels of product will be similarly communicated and
          acknowledged by the Representative and Supplier.

     e.   Representative shall be responsible for physical inventories of lot
          coded items on a quarterly basis. Supplier reserves the right to delay
          commission payments if the inventory is not received and reconciled by
          the 15th of the month.

     f.   Supplier will either replenish inventory used in surgery automatically
          upon the receipt of a completed order form or require that
          Representative replenish its inventory of Product on an as needed
          basis to maintain adequate stocking levels. A Customer purchase order
          is required WITHIN THREE DAYS OF IMPLANTING Supplier's products.
          Invoices will be issued and payments due in accordance with Supplier's
          published regular terms.

     g.   Items for which a hospital purchase order is issued will either be
          shipped from Supplier to Representative's designated receiving or
          directly to the hospital if so specified by Representative.

     h.   The hospital purchase order will clearly indicate that the products
          are for CONSIGNMENT REPLACEMENT and the Supplier will print
          CONSIGNMENT REPLACEMENT on the appropriate shipping and invoicing
          documents.

     i.   The Representative agrees that this consignment inventory is the
          property of Supplier and that the Supplier or the Supplier's
          representative will have free access (with appropriate prior notice
          and approval) to this inventory.

     j.   The Representative agrees to pay for any unutilized consignment
          inventory which has been opened and is not implantable WITHIN THREE
          DAYS OF OPENING. All consignment inventory opened but reusable will be
          repackaged by Supplier. There will be a 25% charge for this service.



                                       10
<PAGE>

     k.   The parties agree that the Representative will be responsible for
          inventory losses due to loss, theft, damage or otherwise not accounted
          for during routine audits at current distributor price list value.

     l.   The Supplier agrees to inform the Representative of any
          manufacturing/packaging changes that will affect the consignment.

2.   This agreement shall be effective for the period of the MANUFACTURER'S
     REPRESENTATIVE AGREEMENT and will be renewed in accordance with the dates
     of the MANUFACTURER'S REPRESENTATIVE AGREEMENT.



                                -----------------


Executed by the parties hereto as indicated below:



Acumed, Inc.                                    Medex Surgical



By:     Randall Huebner                         By:       Bob Kraus
   -------------------------                       -------------------------




    /s/ Randall Huebner                               /s/ Bob Kraus
----------------------------                    ----------------------------
         Signature                                       Signature

                                                          Ed Kraus
                                                      /s/ Ed Kraus

Its:     President                              Its:   Co-Presidents
    ------------------------                        ------------------------
            Title                                           Title


Date:    3-17-99                                 Date:     3/15/99
     -----------------------                       -------------------------























                                       11
<PAGE>


                                   ADDENDUM 5

                              CONSIGNMENT FORMULA

1.   The Company will provide the Representative with the necessary consignment
     inventory to adequately cover the TERRITORY. Consignment inventory consists
     of both implants and instruments.

2.   The Company will periodically review the amount of consignment inventory
     against sales to determine if inventory levels are appropriate, and
     reserves the right to make increases or decreases in those levels at any
     time.

3.   A Consignment Agreement, Addendum 4 of the Manufacturer's Representative
     Agreement, must be signed before any consignment inventory is shipped.

4.   The Company reserves the right to eliminate all consignment inventory with
     thirty (30) days written notice for any reason.























                                       12
<PAGE>


                                   ADDENDUM 6

                              SALES SAMPLE POLICY



Acumed will generally provide a product sales sample for each brand of product
at no charge to Representative. These samples are the property of Acumed and
will be either new product or a reconditioned product at Acumed's discretion.
Lost samples may be billed at 20% of hospital list price. Company reserves the
right to have Representative purchase sample product from time to time.
























                                       13
<PAGE>


                                   ADDENDUM 7

                            NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (the "AGREEMENT") is entered into this 16TH DAY OF
MARCH, 1999 by ACUMED, INC. (the "DISCLOSING PARTY") and MEDEX SURGICAL, its
PRINCIPALS, MANAGEMENT and STAFF (the "RECEIVING PARTY") for the purpose of
preventing the unauthorized disclosure of Confidential Information (as defined
below) of the Disclosing Party which may be disclosed to the Receiving Party for
the purpose of pursuing the establishment of a business relationship or
negotiating any contract or agreement between the Disclosing Party and the
Receiving Party.

For purposes of the agreement, Confidential Information shall mean any and all
information relating to Acumed Products and Pricing.

In consideration of the Disclosing Party's disclosure of Confidential
Information to the Receiving Party, the Receiving Party hereby agrees as
follows:

1.   The Receiving Party shall hold and maintain the Confidential Information in
     strictest confidence and in trust for the sole and exclusive benefit of the
     Disclosing party.

2.   The Receiving Party shall not, without the prior written approval of the
     Disclosing Party, use for its own benefit, publish or otherwise disclose to
     others, or permit the use by others for their benefit or to the detriment
     of the Disclosing party, any of the Confidential Information.

3.   The Receiving Party shall carefully restrict access to the Confidential
     Information to those of its officers, directors and employees who clearly
     need such access in order to participate on the behalf of the Receiving
     Party in the analysis and negotiation of a business relationship or any
     contract or agreement, or the advisability thereof, with the Disclosing
     Party. The Receiving Party further warrants and represents that it will
     advise each of the persons to whom it provides access to any of the
     Confidential Information pursuant to the foregoing sentence that such
     persons are strictly prohibited from making use, publishing or otherwise
     disclosing to others or permitting others to use for their benefit or to
     the detriment of the Disclosing Party, any of the Confidential Information.

4.   The Receiving Party shall take actions necessary to protect the
     confidentiality of the Confidental Information except for its disclosure
     pursuant to paragraph 3 above, and hereby indemnifies the Disclosing Party
     against any and all losses, damages, claims or expenses incurred or
     suffered by the Disclosing Party as a result of the Receiving Party's
     breach of this Agreement.

5.   This agreement shall continue in full force and effect indefinitely, except
     that the Receiving Party's obligations hereunder shall not extend to any of
     the Confidential Information which the Receiving Party can demonstrate was
     in the public domain on the date of this Agreement.

6.   The Receiving Party understands and acknowledges that any disclosure or
     misappropriation of any of the Confidential Information in violation of
     this Agreement may cause the disclosing Party irreparable harm, the amount
     of which may be difficult to ascertain and, therefore, agrees that the
     Disclosing Party shall have the right to apply to a court of competent
     jurisdiction for an order restraining any such further disclosure or
     misappropriation and for such other relief as the Disclosing Party shall
     deem appropriate, such right of the Disclosing Party to be in addition to
     the remedies otherwise available to the Disclosing Party at law or in
     equity.

7.   The Receiving Party shall return to the Disclosing Party any and all
     records, notes and other written, printed or tangible materials pertaining
     to the Confidential Information immediately upon written request of the
     Disclosing Party.



                                       14
<PAGE>



8.   This Agreement and the Receiving Party's obligations hereunder shall be
     binding upon the representatives, assigns and successors of the Receiving
     Party and shall inure to the benefit of the assigns and successors of the
     Disclosing Party.

9.   The Agreement shall be governed by and construed in accordance with
     internal laws of the State of Oregon.

10.  If any action at law or inequity is brought to enforce or interpret the
     provisions of this Agreement, the prevailing party in such action shall be
     entitled to reasonable attorney's fees.

11.  The Agreement constitutes the sole understanding of the parties with
     respect to the subject matter hereof and may not be amended or modified
     except in writing signed by each of the parties hereto.


                           --------------------------



IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date set forth above.



Disclosing Party:                          Receiving Party:



          Acumed, Inc.                                 Medex Surgical
----------------------------                    ----------------------------


By:     Randall Huebner                         By: Bob Kraus       Ed Kraus
   -------------------------                       -------------------------


    /s/ Randall Huebner                         /s/ Bob Kraus   /s/ Ed Kraus
----------------------------                    ----------------------------
         Signature                                       Signature


Its:     President                              Its:    Co-Presidents
    ------------------------                        ------------------------
            Title                                           Title


Date:    3-17-99                                 Date:     3/15/99
     -----------------------                       -------------------------


























                                       15
<PAGE>




                                   ADDENDUM 8

                                  SALES QUOTA

Company reserves the right to have achievable sales quotas by product for a
specified period of time.

Quotas will be determined after ninety (90) days of the signing of this
Agreement and on a calendar year basis thereafter.

Company reserves the right to alter the Territory and/or Products as defined in
this Agreement if individual quotas for products are not met upon mutual
agreement.

Company will provide Representative a "Sales versus Quota" report at least on a
quarterly basis.





















                                       16