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                                                                   EXHIBIT 10.34

[CSZ CINCINNATI SUB-ZERO LOGO]                              12011 Mosteller Road
                                                            Cincinnati, OH 45241
                                                            Tel:    513/772-8810
                                                            Fax:    513/772-9119
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                   INDEPENDENT SALES REPRESENTATIVE AGREEMENT
                   ------------------------------------------

This Agreement is made by and between Cincinnati Sub-Zero Products, Inc., 12011
Mosteller Road, Cincinnati, Ohio 45241 (CSZ) and Dimension Distributing, 39
Limerick Road, Arundel, Maine 04046 (DIM).

RECITALS:

      A.    CSZ Medical Products Division is in the business of manufacturing,
            marketing and selling patient temperature management equipment and
            supplies to the medical industry.

      B.    CSZ and DIM desire to enter into a relationship whereby DIM will act
            as sales representative of CSZ Medical Products Division in the
            geographical area described in Appendix A, on the terms and
            conditions hereinafter set forth.

Wherefore, it is agreed:

I.    SALES REPRESENTATIVE. CSZ hereby grants to DIM, and DIM hereby accepts the
      right to act as CSZ's sales representative in connection with the sale of
      its Medical Products Division's products as described in Section IV of the
      Agreement upon the terms and provisions of this Agreement.

II.   TERM. This Agreement shall become effective on the 1st day of August,
      2002, and shall expire on the 31st day of July, 2003, unless otherwise
      terminated pursuant to provisions of this Agreement.

III.  TERRITORY. The area within which DIM is primarily responsible shall be as
      marked in Appendix A hereto, or as shall be from time to time agreed upon
      by the parties in writing.

IV.   PRODUCT LINES. DIM is authorized to represent CSZ in selling the
      following:


                CSZ Hypo/Hypothermia Systems (Water)
                CSZ Convective Air Therapy Systems (Air)
                CSZ Heater/Cooler Systems
                CSZ/Astotherm Fluid/Blood Warmers

V.    NON-COMPETITIVE PRODUCTS. DIM agrees not to represent and/or offer for
      sale products competitive to CSZ products offered for sale during the term
      of this Agreement.

VI.   RELATIONSHIP:

      A.    It is expressly agreed that DIM is not an employee of CSZ for any
            purpose whatsoever, but is an Independent Sales Representative, an
            independent contractor who is not an agent, employee, or legal
            representative of CSZ and has no authority or right to bind, make
            representations, or promises on behalf of CSZ unless authorized in
            writing by CSZ.

      B.    All expenses and costs incurred by DIM in connection with this
            Agreement shall

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            be borne wholly and completely by DIM and CSZ shall not be in any
            way responsible or liable therefore.

      C.    DIM does not have nor shall it hold itself out as having any right,
            power or authority to create any contract or obligation, either
            expressed or implied, on behalf of, in the name of, or binding upon
            CSZ, or to pledge CSZ's credit, or to extend credit in CSZ's name
            unless CSZ shall consent thereto in advance in writing.

      D.    DIM shall have the right to employ, appoint, or otherwise designate
            suitable and desirable salesmen, employees, agents and
            representatives of DIM, hereinafter collectively referred to as "DIM
            Representatives". DIM shall advise CSZ who these DIM representatives
            are. CSZ shall have the right to reject DIM's Representatives
            representing the CSZ line who CSZ finds unsuitable and/or
            undesirable. DIM shall be solely responsible for DIM Representatives
            and their acts. DIM Representatives shall not have any claim against
            CSZ for salaries, commissions, items of cost, or other forms of
            compensation or reimbursement and DIM Representatives shall be
            subordinate to DIM and subject to each and all of the terms,
            provisions, and conditions applying to DIM hereunder.

      E.    The Manufacturer and Representative agree not to employ or engage
            the services of any member of the other's staff during the term of
            this Agreement, and for one year from the effective date of
            termination, unless either party ceases to be in business, or both
            parties agree to such employment.

VII.  TRADE SECRETS. DIM, during the term of this Agreement, will have access to
      and become acquainted with various trade secrets, consisting of formulas,
      patterns, compilations of information, records, specifications and
      customer lists, financial information and other proprietary and
      confidential information owned by CSZ and CSZ customers and which are
      regularly used in the operation of the business of CSZ ("Trade Secrets").
      DIM shall not disclose any of the aforesaid Trade Secrets, directly or
      indirectly to third parties, or use them in any way, either during the
      term of this Agreement or at any time thereafter, except as required in
      the course of service under this Agreement.

VIII. SALES BASE AND COMMISSIONS. CSZ shall pay DIM a commission predicated on a
      Sales Base formulated on a calendar year basis (prorated if appropriate)
      and on calendar year sales (prorated if appropriate) through:

            A: General Line Distributors by way of their Sales Tracing Reports;
            B: Direct Sales; and
            C: Sales to Cold Therapy Dealers who were initiated by I.S.R. and
            approved by CSZ headquarters' Management.

      NO COMMISSION will be paid on sales' through or for the following:

            A. Existing CSZ Authorized Specialty, Rental, and Service Dealers;
            B. Sales related to parts, repair, service or rentals for all
            products
            C. COBE sales.
            D. Sales to Cold Therapy Dealers whose appointment was initiated by
            a CSZ Regional Manager.

            The CSZ products commission rate will be 10% on all sales as defined
            and limited by the above criteria in paragraph VIII, excluding
            deeply discounted group contract sales, which will be commissioned
            at a lower rate which shall be announced within thirty (30) days of
            contract signing.

            For CSZ product sales in excess of the Year 2002 Sales Base
            predicated on previous year's sales or such other Sales Base deemed
            more consistent with sales objectives of

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            CSZ Management, an additional 2% commission will be paid at year's
            end upon completion of final sales results for the respective
            territory.

            Commission on Columbia Group Sales shall be a flat 5%.

            Sales credit will not be initially given for sales to General Line
            Dealers' warehouse inventory. We will allocate sales and pay
            commissions off of sales tracing reports. This will properly
            allocate sales to the correct territory. We currently receive sales
            tracing reports on a regular basis from our General Line Dealers.
            Drop shipments of equipment will be credited to you immediately.


      Commissions shall be payable on the 15th of the month following the end of
      the month in which earned, or as soon therafter as possible.

      Commission Charge-Backs: Charge-Backs against earned commissions may be
      made for the following:

      1.    Debit Memo is issued by CSZ due to products returned for credit;

      2.    Non-payment of invoices within 180 days of sales to CSZ customers on
            which DIM received a commission:

      3.    Cost of refurbishing demo equipment.

      4.    DIM's failure to pay for demo equipment within thirty (30) days per
            Section IX, paragraph 2, of this Agreement.

IX.   DEMO EQUIPMENT. CSZ agrees to provide DIM demo equipment, accessories and
      disposables as determined by CSZ. Dim to utilize demo equipment and
      accessories as sales tools for initial 12 months. From 3 months to 12
      months, DIM to use best efforts to sell demo equipment at a CSZ
      Management-approved price. After 12 months, all unsold demo equipment
      charged to DIM will be sold and billed to DIM at a 25% discount from List
      Price and such amount deducted from monthly commissions.

      DIM is not responsible for the condition of or selling of existing demo
      equipment received from previous field representation.

X.    TRAINING. DIM will be required to attend one training seminar during the
      initial term of this Agreement. Thereafter, DIM will be required to attend
      subsequent training seminars deemed necessary, the attendance and expense
      of attending to be mutually agreed upon by CSZ and DIM.

XI.   OUT OF TERRITORY METTINGS. When DIM is requested by CSZ to attend out of
      territory meetings, except as provided in Section X hereof, CSZ will
      reimburse DIM for travel, lodging and meal expense subject to CSZ's normal
      per diem or other guidelines and reporting.

XII.  SALES. Sales are reported on a January 1 through December 31 calendar year
      basis.

XIII. ASSIGNMENT. The rights and obligations under this Agreement may not be
      assigned by DIM without the written consent of CSZ.

XIV.  TERMINATION. CSZ may terminate this Agreement prior to its expiration for
      "cause", cause being defined as a material breach of this Agreement. As
      used herein, the phrase "material breach" shall mean:

      1)    Insolvency, bankruptcy, receivership, liquidation, dissolution or
            change of Ownership of DIM;

      2)    Death or disability of Tim Kain;

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      3)    Failure to comply with any obligation of DIM to this Agreement for a
            period of thirty (30) days after written notice of default has been
            delivered by CSZ; provided, however, that if the nature of such
            default shall be such that it cannot be cured within said thirty
            (30) days and DIM shall immediately commence to cure such default,
            DIM shall have such additional reasonable period of time as may be
            necessary to cure such default;

      4)    The committing by DIM of any act or conduct that is deemed by CSZ to
            be dishonest or detrimental to the image of CSZ;

      5)    Failure of DIM to receive three (3) consecutive satisfactory
            performance evaluations; or

      6)    This Agreement may be terminated by CSZ or DIM with or without cause
            upon thirty (30) days' written notice.

      Please consider the following. We believe it provides a "win-win" scenario
      for both principal and representative. There is a substantial amount of
      work and expense performed initially without the opportunity to recoup the
      benefits of our efforts with a standard 30-day termination in place. With
      field sales "pioneering" it could take six months to a year before new
      business or customers are cultivated. The return of investment on our
      time, effort and expense may not occur for much longer. Additionally it
      provideds us with an incentive to work the line with diligence and fervor
      and to build our relationship with the principal because of the assurance
      that the longer we perform well, the better the outcome.

      TERMINATION OVER TIME:

      Either party may cancel this Agreement at any time upon Sixty- (60) days
      written notice. The cancellation clause will be increase to Ninety (90)
      days during the second year and One Hundred Twenty days (120) during the
      third year and an additional Thirty (30) days notification for each
      additional year of representation. After notice of cancellations, but
      before the date of termination, this Agreement shall remain in full force
      and effect.

XV.   NOTICE. Notice required under this Agreement shall be sent by Certified
      Mail, return receipt requested, to the address shown for parties on Page
      One of this Agreement.

XVI.  JURISDICTION. This Agreement shall be deemed to have been made in the
      State of Ohio and shall be construed according to the laws of Ohio.

XVII. INDEMNIFICATION. Manufacturer hereby agrees to indemnify and hold
      Representative harmless from any and all claims, causes of actions, suits
      losses, costs or expenses, judgments, liabilities, and demands relating to
      or arising from the sale of Manufacturer's products to third parties for
      products liability and/or patent and/or trademark infringement. The
      preceding sentence shall apply only to acts by the Manufacturer. This
      paragraph shall survive the termination of this Agreement.

      In Witness whereof, the undersigned have executed this Agreement as of the
date first above written.


                   CINCINNATI SUB-ZERO PRODUCTS, INC.

                   By: /s/ Russell J. Pennavaria
                      ------------------------------            ----------------
                      Russell J. Pennavaria                          (Date)


                   DIMENSION DISTRIBUTING

                   By: /s/ Tim Kain                                 8/21/02
                      ------------------------------            ----------------
                      Tim Kain                                       (Date)


                   Tax I.D. #  061337674       or      SSN:
                             -----------------             ----------------









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                                  ATTACHMENT A
                                  ------------

I.S.R.:         Dimension Distributing


TERRITORY:      #1300: New Hampshire, Maine, Vermont, Connecticut
                #1800: Massachusetts, Rhode Island

SALES QUOTA:    $107,500 (5 months prorated) for 2002

SALES BASE:     $71,747  (5 months prorated) for 2002




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