<PAGE>
                                                                   EXHIBIT 10.37

                             [Medi-Man Letterhead]

                            REPRESENTATION AGREEMENT

Medi-Man Rehabilitation Products Inc.      Territory: Maine, NH,VT,
2200A Tomken Road                                     CT, RI
Mississauga, Ontario Canada LST 1X7

("Principal")

and

Dimension Distributing Inc.
39 Limerick Rd.
Arundel, ME 04043

("Representative")

       hereby agree as follows:

1)     APPOINTMENT. Principal appoints Representative as its exclusive sales
       representative for the Territory described in above to solicit orders
       for those products and services listed in our most current Price List.
       Representative accepts this appointment and agrees to promote the sales
       of the Products within the Territory.

2a)    COMMISSIONS. Principal shall pay Representative commission on the net
       invoice price of all orders for products listed in our most current
       Price List based on commission discount schedule received in or
       delivered into the Territory, exclusive of sales taxes, insurance, and
       freight charges. Commission on the C.O.S.T.S. Program is exempt from
       this Agreement. Commissions are earned upon issuance of an invoice by
       Principal and are payable by the twentieth (20) of the month for the
       preceding month's invoiced business. Any account which has not been
       paid within ninety (90) days may be deducted from Representative's
       next commission check and commission repaid at time of collection.
       Principal shall provide the Representative with a monthly
       statement showing the computation of all commission payable for the
       preceding month which statement shall include a listing of each
       invoice with respect to which a commission was earned and a listing of
       deductions against commissions for unpaid past due invoices.

2b)    (Applies only to Representative with "advanced commissions or a
       "repayable draw"). Medi-Man and Representative hereby agree that
       should the Representative be terminated or resign, the commission
       payable at this date will be calculated, any advances on commission
       (draw) will be calculated and the result established, with a positive
       or negative balance.

       If the Representative has resigned and:

       a)   the commission balance is positive, the representative will be paid
            this positive amount 90 days after resignation date provided no
            products shipped and invoiced previous to resignation date are
            returned in the 90-day period, in which case, appropriate commission
            will be deducted.

       b)   the commission balance is negative, the representative will issue a
            certified cheque to Medi-Man for the full negative amount within
            30 days of resignation.






                                                                               1


<PAGE>


       If the Representative is terminated and:

       a)   the balance is positive, the representative will be paid the
            positive amount 90 days after termination date provided no products
            shipped and invoiced previous to termination date are returned in
            this 90-day period, in which case, appropriate commission will be
            deducted.

       b)   the balance is negative, the representative will be exempt from the
            payment to Medi-Man of the first 10M of accumulated advances on
            commission.

       Medi-Man, in any event, will not allow the negative draw to exceed
       $10M. In the event the draw is in the negative for three consecutive
       months and/or exceeds $10M. Medi-Man may, at its discretion, terminate
       the employee with no additional finance obligations whatsoever.

3)     ORDERS AND COLLECTIONS. Orders for products solicited by
       Representative shall be forwarded to Principal. Principal agrees to
       refer all inquiries to Representative and to promptly furnish
       Representative with copies of all correspondence and documentation
       between Principal and customer. All invoices in connection with orders
       received from Representative's territory shall be rendered by
       Principal, direct to the customer, and full responsibility for all
       collections and bad debts rests with Principal Once a week the
       Representative will be sent copies of all invoices processed for the
       Territory for that week. The Representative will assist in collections
       when requested by the Principal. The Principal will notify
       Representative prior to putting a customer on C.O.D. so that
       Representative may attempt to receive or secure payment; provided that
       even when the Representative is so notified by the Principal, the
       ultimate responsibility for all collections shall remain with the
       Principal.

4)     SALES POLICY. All prices and terms of sale to be established by
       Principal, which has the right to change them upon thirty (30) days
       written notice to Representative.

5)     RELATIONSHIP OF PRINCIPAL AND REPRESENTATIVE

       (a) Representative shall maintain a sales office in the Territory.

       (b) Representative will conduct all its business in its own name and
       in such manner as it may see fit. Representative will pay all the
       expenses of its office and activities and will be responsible for the
       acts and expenses of its employees.

       (c) Nothing in this Agreement shall be construed to constitute
       Representative as the partner, joint venture, employee, or agent of the
       Principal nor shall either party have any authority to bind the other in
       any respect, it being intended that each shall remain an independent
       contractor responsible only for its own actions.

       (d) Representative shall not, without Principal's prior written approval,
       alter, enlarge, or limit orders, make representations or guarantees
       concerning Principal's products or accept the return of, or make any
       allowance for such products without prior written approval.

       (e) At the Principal's request, Representative shall furnish to
       Principal's Credit Department any information which it any have from time
       to time relative to the credit standing of any of its customers.

       (f) Representative shall abide by Principal's policies and communicate
       same to Principal's customers.

       (g) Principal shall be solely responsible for the design, development,
       supply production, and performance of its Products and the protection of
       its trade names. Principal agrees to indemnify and hold Representative
       harmless against and to pay all losses, costs, damages, or expenses
       whatsoever which Representative may sustain or incur on account of
       infringement or alleged infringement of patents, trademarks, or trade
       names resulting from the sale of the Principal's Products, or arising of
       warranty claims, product liability matters or any claimed defect or
       failure to perform of the Principal's products provided the
       Representative has not changed or modified the products or instructed the
       customers in inappropriate use.

       Representative will promptly deliver to Principal any notice or papers
       served upon it in any proceeding covered by the indemnity, and Principal
       will defend same at the its expense. The Principal will provide a rider
       on his liability insurance policy covering the Representative in the
       event of a liability suit.


                                                                               2

<PAGE>


       (h) Principal will immediately notify the Representative of any customer
       complaint Principal receives, and advise Representative of the customer
       making such complaint, and the nature of the complaint to permit
       Representative to respond to said complaint.

       (i) Principal shall furnish Representative, at no expense to
       Representative, current samples, catalogues, literature, demonstration
       equipment and any other material necessary for the proper promotion and
       sale of its Products in the Territory. Any literature or samples or other
       equipment belonging to Principal shall be returned to the Principal at
       its request, and in any event upon termination of this Agreement.

       (j) Whenever Representative, at Principal's request, takes possession
       of the Principal's demonstration products or samples for the purpose of
       delivering such products to customers, for demonstration evaluation
       purposes or for any other purposes, the risk of loss or damage to or
       destruction of such products shall be borne by Representative through a
       "Bond" payable to Medi-Man. The amount of the bond will be established on
       consignment demonstration/evaluation product provided by Medi-Man.

       (k) The Principal and Representative agree not to employ or engage the
       services of any member of the other staff for two years from the
       effective date of termination.

       (l) Principal shall promptly forward to the Representative all inquiries
       received from its Territory for the Products.

       (m) with Principal's prior written consent, the Representative may quote
       on or attempt to sell the Products in states outside the territory.
       Principal's consent shall be effective only on a case-by-case basis, and
       shall be interpreted as extending the Representative's rights hereunder
       to such territories with respect to the Products or any products of
       Principal unless this is so amended. Representative may not attempt to
       sell product outside Continental U.S.A.

       (n) Principal agrees to furnish to the Representative information
       concerning the availability of new Nursing Division products for
       hospitals and nursing homes which may be marketable in the Territory of
       the Representative. It is the parties intent for such new Products, that
       the Representative will have the right of first refusal, subject to
       sales quotes, etc. and if accepted, will be included in this Agreement.

8)     PERFORMANCE. The sales performance quote shall be mutually agreed to in
       writing, executed by both parties and shall be attached to this Agreement
       and incorporated herein as Appendix A. The sales performance quote shall
       reassessed on an ongoing basis. Both parties agree it will be increased
       if additional new products are added to our most current Price List. If
       agreement cannot be reached on the annual sales target, a minimum of 30
       days before expiration of each twelve-month period, contract shall be
       null and void. Failure to attain figures on a quarterly basis is cause
       for dismissal without recourse at Medi-Man option.

7)     TERM

       (a) This Agreement is effective the date specified on page #7 (of this
       agreement) and shall continue for two (2) years. Thereafter, it shall
       automatically renew for additional two (2) years periods, unless either
       party terminates it upon ninety (90) prior days' written notice to
       the other party before the end of any term of this Agreement. Upon
       termination, Representative is entitled to the commission rate specified
       in Appendix B, on all orders shipped prior to the effective date of
       termination. No termination is effective unless the terminating party
       is current in its financial obligations to the other. The rights of
       termination herein granted are absolute and the parties acknowledges that
       each has considered the term of the Agreement and the termination
       provisions in making expenditures of money and time in preparing for the
       performance of this Agreement, and further the possible loss or damage on
       account of the loss of prospective profits or anticipated sales or on
       account of expenditures, investments, leases, property improvements or
       commitments in connection with the good will or business of the
       principal, of the Representative, or otherwise, resulting from the
       termination thereof.

       (b) in the event of a dissolution, sale or disposal of controlling
       interest of the Principal, this Agreement may be cancelable upon three
       (3) months written notice to the Representative.

8)     LITIGATION

       (a) Any controversies of claims relating to any aspect of this Agreement,
       or to its breach, or to the relationship created shall be settled by
       arbitration under the rules of the Arbitration Association in the
       Province of Ontario, Canada. The laws of that province shall control as
       to all matters arising under this Agreement or relationship between the
       parties. The parties agree you abide by the arbitrator's decision and
       also agree that a judgement may be entered upon his award in any court
       having jurisdiction. If any provision of this Agreement is held contrary
       to law, the remaining provisions shall remain valid.


                                                                               3

<PAGE>


       (b) The parties that neither party shall act to terminate or modify the
       nature of the parties course of performance under this Agreement during
       the pendency of any litigation, it being the parties intent to preserve
       the status quo so as to not jeopardize the rights of either party for
       the period from the commencement of litigation to the entry of the
       judgement.

9)     ATTORNEY'S FEES. If suit or action is instituted in connection with any
       controversy arising out of this Agreement or an enforcement of any right
       hereunder, each party will be responsible for their own attorney fees.

10)    NOTICES. All notices between the parties shall be in writing and
       effective when sent by certified mail to the addresses above stated.

11)    FURTHER PROVISIONS. Any further provisions to which the parties may have
       agreed are listed in Appendix B.

12)    SHIPPING OF PRODUCT. Product will be shipped F.O.B. Buffalo directly to
       customers by Principal. Freight be paid by customer or Representative
       from commission.

13)    PAYMENT FOR EQUIPMENT. Payment shall be made by the client facility
       directly to Principal.

14)    SELLING PRICE OF EQUIPMENT. Principal will provide suggested retail price
       lists to Representative. It is agreed between the parties that commission
       percentage by product on invoices will be paid on all sales within a
       price range to be established by Principal. Pricing below the range will
       need to be authorized in writing by Principal and will reduce commission.

15)    SALES AND PROMOTIONS. From time to time Principal may offer sales and
       promotions. In such instances the rate of commission and the selling
       price may vary. Such promotion will only take effect in the territory
       with the consent of both parties except in contracts with chain hospitals
       or chain nursing homes in which case, only Principal will determine the
       contract price and conditions.

16)    PROTECTION OF SALES BUSINESS. Principal will protect "Representative"
       from any other Medi-Man representative on all hospital and nursing homes
       customers within territory specified in this agreement who purchase
       Medi-Man equipment for as long as this Agreement remains in force.

17)    CORPORATE ACCOUNTS. Principal has established and is constantly
       negotiating with corporate accounts, i.e. chain hospitals, nursing homes,
       V.A. etc. In such instances, Representative may earn commission at a
       reduced rate depending on contract pricing. Pricing on corporate
       accounts will be established by Principal. The Representative will not be
       authorized to establish or discuss pricing with said corporate accounts.

18)    SERVICE. All major service on equipment will be handled by a biomedical
       company under the direction of Principal, except for minor repairs when
       sales representatives are at an account, they may be expected to do minor
       repairs.

19)    TECHNICAL ASSISTANCE. Principal will provide telephone technical service
       via 800 number.

20)    IN-SERVICE TRAINING. Representative will be required to complete initial
       in-service training on use of Principal's equipment to the client.
       Principal will provide professional video tapes to be given to the client
       for repeat in-service training.

21)    TRAINING ON PATIENT TRANSFER. Principal will provide all clients with
       access to training seminars at the University of Wisconsin under Dr. Arun
       Garg, a noted authority of Patient transfer at a current cost of $200
       per person for the seminar fee. This training laboratory is subsidized by
       principal to promote training in safe patient transfer in the US market.

22)    PROTECTION OF INTELLECTUAL PROPERTY. The Representative acknowledges the
       Principal's exclusive right, title and interest in Principal's patents,
       trademarks, tradename, emblem, designs, models and methods of
       presentation relating to the Products in the Territory or elsewhere
       (hereinafter the "intellectual property"), and will not at any time do or
       cause to be done any act or thing which directly or indirectly challenges
       or impairs the same.

       The Representative will not acquire any right, title or interest in the
       intellectual property by virtue of the execution of performance of this
       Agreement, nor at any time describe or represent himself to others as
       having such right, title or interest.

       The Representative will use Principal's trademarks only in connection
       with and to the extent needed for the promotion, solicitation, and sale
       of the products, and under no circumstances use or adopt such trademarks
       or Principal's tradename/s or any confusingly similar work or symbol as
       part of its company name.


                                                                               4

<PAGE>


23)  THE REPRESENTATIVE WILL HAVE THE FOLLOWING OBLIGATIONS WITH RESPECT TO
     INTELLECTUAL PROPERTY:

       a) The Representative will not attempt to obtain the registration of any
       of the Principal's intellectual property within the territory or
       elsewhere.

       b) With regard to Principal's tradename, trademarks, logos and emblems,
       the Representative will neither alter nor erase nor vary the presentation
       of, nor act in any way in relation thereto as may result in deception or
       confusion to he public as to the origin of the products.

       c) The Representative will immediately inform Principal of any
       infringement of the intellectual property or of any application by a
       third party for the registration of a mark in any way similar thereto or
       of any activities in respect of the presentation of similar products as
       might come to the Representative's notice.

       d) The Representative will render any assistance which Principal may
       reasonably request in protecting the intellectual property, including,
       without limitation, access to Representative's files, records, and other
       information pertaining to the purchase, distribution, and sale of the
       products in the territory.

       e) Representative will immediately inform Principal of any threat of
       revocation of any registration or right to use the intellectual property.

       f) The Representative will not without the prior consent of the company:

              i)   take any steps towards the institution of any proceedings
                   against any alleged infringer including the issue of any
                   warming or other such communication or;

              ii)  take any action to resist any such threat

       g) Upon termination of this Agreement, the Representative will
       immediately discontinue, without demand or juridical resolution, all use
       of Principal's trademarks.

       Principal reserves the right to bring legal action in the courts or
       administrative agencies of the territory as may be required to prevent
       the infringement, limitation, illegal use, or misuse of the intellectual
       property.

       This Agreement will not constitute, create or grant a license of any
       kind. The Representative may, during the term of this Agreement, refer to
       itself on its letterhead and in advertisement as the authorized
       manufacturer's representative of Principal's products, and put
       Principal's logo on promotional advertisements and materials restricted
       to the products, provided the draft of such material is approved in
       writing, but in no event is the Representative granted the right to use
       Principal's tradename/s on or in connection with any other goods which
       may be distributed by Representative.

24)    CONFIDENTIAL INFORMATION. The Representative acknowledges and understands
       that he has knowledge of secret and confidential information belonging
       to Medi-Man Rehabilitation Product Inc., its subsidiaries and affiliates
       which give him a commercial advantage over others. Such secret and
       confidential information includes:

              trade secrets including existing processing methods and processes
              and those in development;

              the names of customers, suppliers and identity of other
              manufacturer's reps;

              marketing and advertising plans and work functions and schedules;

              technology, research, development plans and memoranda;

              non-public financial information and results of operation.

       The Representative agrees that during the time set out in this Agreement
       and for a period of two (2) years thereafter this Agreement or any
       renewal or extension of the Agreement, for any reason, he shall not
       directly or indirectly; (I) use for his own benefit, or for the benefit
       of others; (II) disseminate, publish or disclose; or (III) authorize or
       permit the use, dissemination or disclosure by any person, firm or entity
       any secret or confidential information without the express written
       consent of the Board of Directors of Medi-Man Rehabilitation Products
       Inc.




                                                                               5

<PAGE>


25)  ASSIGNMENT OF INVENTIONS. Any and all inventions, changes and/or
     improvements which the Representative may conceive or develop, during the
     period of this Agreement or pursuant to this Agreement, relating, in any
     way, appertaining to or connected with any of the products, services,
     and/or concepts which have been, are or may become the subject of Medi-Man
     Rehabilitation Product Inc.'s ownership, creation, systems, sales,
     distribution, manufacture, alone and/or in conjunction with others, and/or
     investigations, shall be the sole and exclusive property of Medi-Man
     Rehabilitation Products Inc.: and the Representative will inform Medi-Man
     Rehabilitation Products Inc. of any such inventions changes and/or
     improvements, and will, whenever requested by Medi-Man Rehabilitation
     Products Inc., execute any and all applications, assignments, and other
     instruments which Principal shall deem necessary in order to apply for
     and obtain patents, industrial designs, copyrights and/or trademarks in
     Canada, the United States and/or any other foreign country for the
     inventions, changes and/or improvements, all expenses in connection with
     them shall be borne by Medi-Man Rehabilitation Products Inc.

     The Representative's obligation to execute the papers referred to in the
     foregoing paragraph shall continue beyond the termination of the period of
     this Agreement hereunder with respect to any and all inventions, changes
     and/or improvements conceived and/or made by and/or for and/or on behalf of
     the Representative during the currency of this Agreement, and the
     obligations shall be binding on the assigns, executors administrators,
     successors or other legal distributors of the Representative.

26)  COVENANT NOT TO COMPETE. The "Representative" hereby covenants and agrees
     with Medi-Man Rehabilitations Products Inc. that, for a period of (2) two
     years from the termination of the agreement, the Representative shall not
     compete for whatever reason and with or without cause, either individually
     or in partnership or jointly in conjunction with any person or persons,
     firm, association, syndicate, company, corporation or entity as principal,
     agent, employee, shareholder, owner, investor, partner, creditor, or in any
     other manner whatsoever, directly or indirectly, vary on or be engaged in
     or be concerned with or interested in or advise, lend money, to guarantee
     the debts or obligations of or permit its name or any part thereof to be
     used or employed by any person or persons, firm, association, syndicate,
     company, corporation or entity engaged in or concerned with or interested
     in the same an/or competing business.

     a)   within the specific area listed in the Agreement.

     b)   Principal, in its sole discretion, shall make the final determination
          as to what is the same and/or competing business.

27a) INDEMNIFICATION AND HOLD HARNESS PROVISION. Manufacturers sales
     representative hereby agrees to indemnify and "hold harmless" Medi-Man
     Rehabilitation Products Inc., from any and all legal action of any kind due
     to any employment or distribution agreements or conditions that exist
     between the Manufacturers Representative and their current or former
     employers and/or corporations etc., with regards to No-Compete or
     Non-Solicitation clauses within these agreements. It being clearly
     understood that the Manufacturers representative warrants that no
     agreements exist that would in any way expose Medi-Man to any liability due
     to previous or current contractual obligations.

b)   Subject to the limitations hereinafter set forth, Medi-Man shall indemnify
     and hold harmless Representatives from any and all demands, actions and
     claims (collectively, the "Claims") that may be suffered or incurred by the
     Representatives arising out of a personal injury of a third party which is
     sustained as a direct result of a proven manufacturing defect in a Medi-Man
     product; provided however, that prior to Medi-Man being responsible for any
     such Claims, the representatives must provide Medi-Man with written notice
     of any Claim immediately upon it becoming aware of such Claim, such notice
     to include all particulars of the occurrence, which have rise to the Claim,
     including without limitation, the name of the injured party; the date, time
     and place of the and any medical or other reports that have been prepared,
     issued or released relating to such Claim. Upon receipt of such notice, the
     Representative will cooperate with Medi-Man for the purposes of allowing
     Medi-Man and its agents or other representatives to investigate the Claim.
     The Representative further agrees that prior to Medi-Man incurring any
     liability hereunder, Medi-Man will be entitled to participate, with counsel
     or consultants of its own choosing, in the defense of any action, or in
     other proceedings or inquiries relating to a Claim. The Representative
     further acknowledges and agrees that if the Representative fails to provide
     proper training and instruction with respect to the use of the Medi-Man
     product that was used and which gave rise to the Claim, in accordance with
     training and education policies and procedures established by Medi-Man from
     time to time, or if the Medi-Man product was not used for its intended
     purpose or was otherwise used incorrectly, the foregoing indemnity will be
     void and of no force and effect.

28)  NON-SOLICITATION OF CUSTOMERS. The Representative shall not, during the
     time period set out in this Agreement, for any reason, directly or
     indirectly, without the consent of the Board of Directors of Medi-Man
     Rehabilitation Products Inc., contact or solicit any


                                                                               6
<PAGE>

     customers of Medi-Man Rehabilitation Products Inc., or any of their
     subsidiaries or affiliates for the purpose of selling to those customers
     any services or and/or products which are the same as or substantially
     similar to, or in any way competitive with the services and/or products
     sold by Medi-Man Rehabilitation Products Inc., or any of its subsidiaries
     or affiliates. The term "customer" means any customer who has dealt with
     the Representative or Medi-Man Rehabilitation Products Inc., and/or any
     distributor and/or dealer retained on an exclusive and/or non-exclusive
     basis by Medi-Man Rehabilitation Products Inc., at any time since the
     beginning of the preceding three (3) years from the date of termination of
     this Agreement or the resignation of the Representative.

29)  CHOICE OF LAW. The construction, validity and performance of this Agreement
     will be governed in all respects by the law of the Province of Ontario,
     Canada. Any and all disputes between the parties arising out of or in
     connection with this Agreement or relating to the performance of the
     parties hereunder will be finally settled by arbitration according to the
     rules of Canadian law, by a panel consisting of three arbitrators, two of
     which are to be selected respectively by the parties and the third of which
     is to selected by mutual agreement of the first two, such panel to conduct
     its proceedings at Toronto, Ontario, Canada - in the English language,
     applying the law of the Province of Ontario, Canada. Each party will bear
     its own costs for the presentation, prosecution and defense of its own
     case, and both parties will share equally the costs, if any, of the
     arbitration panel. Each party hereby submits to such arbitration and
     jurisdiction of such panel, and agrees that the decision of a majority of
     arbitrators will be binding on the parties and may be enforced by the
     prevailing party in any court having jurisdiction over the person or
     property of the other party.

ENTIRE AGREEMENT. This Agreement contains the parties' entire understanding and
may not be modified except in written form signed by both Principal and
Representative. This Agreement is not transferable or assignable by the
Representative.


REPRESENTATIVE                                         JOE CHUBA
       COMPANY: Dimension                   DIRECTOR OF U.S. SALES & MARKETING
                Distributing Inc.         MEDI-MAN REHABILITATION PRODUCTS INC.
               ------------------------
     PRINCIPAL: Timothy Kain
               ------------------------
BY: /s/ Timothy Kain                      /s/ Joe Chuba
    -----------------------------------   -------------------------------------
TITLE: President                          DATE: 4/5/01
      ---------------------------------        --------------------------------
REPRESENTATIVE:
               ------------------------
BY:
    -----------------------------------
TITLE:
      ---------------------------------
DATE: 4/5/01
     ----------------------------------
ATTESTED: /s/ illegible
         ------------------------------


                                                                               7
<PAGE>

      APPENDIX A - SALES PERFORMANCE AND PATIENT LIFT BONUS QUOTA NUMBERS

<TABLE>
<S>                               <C>

MEDI-MAN TERRITORY MANAGER:
                           -----------------------------------------------------------------------------

SALES CYCLE: MARCH 1ST, 2001 - AUGUST 31ST, 2001 NOTE(1)

ANNUAL SALES QUOTA (ALL PRODUCTS):                6-MONTH SALES QUOTA (ALL PRODUCT):
                                  ----------------                                   -------------------
ANNUAL PATIENT LIFT SALES QUOTA:                  6-MONTH PATIENT LIFE SALES QUOTA:
                                ------------------                                  --------------------
*ANNUAL LIFE BONUS QUOTA:                         6-MONTH LIFE BONUS QUOTA:
                 (NOTE 2)-------------------------                         -----------------------------
</TABLE>

*SLINGS NOT INCLUDED


              SEPTEMBER           MARCH
                       ----------       ----------
              OCTOBER             APRIL
                       ----------       ----------
              NOVEMBER            MAY
                       ----------       ----------
              DECEMBER            JUNE
                       ----------       ----------
              JANUARY             JULY
                       ----------       ----------
              FEBRUARY            AUGUST
                       ----------       ----------

Note:  (1)  This Sales Performance and Bonus Quota is only for the last six
            months of our fiscal year (March 1st, 2001 - August 31st, 2001). As
            previously informed, we are attempting to get all our sales
            representatives on the same sales cycle, coinciding with our fiscal
            year September 1st - August 31st. We will have to mutually agree to
            next year's sales performance goals by no later than July 31st,
            2001.

       (2)  The Bonus Plateau is always calculated at 75 percent of your
            projected Sales Quota for lifting systems.


                                                                               8


<PAGE>


                                                                COMMISSION RATES

                            [MEDI-MAN COMPANY LOGO]
                                   APPENDIX B
                               TERRITORY MANAGER
                                  RENUMERATION
                               AND BONUS PROGRAM




















                                                                               9
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                    COMMISSION RATES

                                                                                                         COMMISSION
MODEL #             PRODUCT DESCRIPTION                                         SELLING PRICE               RATE        BONUS
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                          <C>                          <C>          <C>
7000                Medi-Lifter III(TM) Plus                                    $ 4,995 - $ 4,495            15%          10%
                                                                                $ 4,494 - $ 3,995            10%          10%

7000PB              Medi-Lifter III(TM) Plus with Power Base                    $ 5,995 - $ 5,495            15%          10%
                                                                                $ 5,494 - $ 4,995            10%          10%

7000-1000           Medi-Lifter III(TM) Plus with Scale                         $ 5,495 - $ 5,095            15%          10%
                                                                                $ 5,094 - $ 4,595            10%          10%

7000-2000           Medi-Lifter III(TM) Plus with Scale                         $ 5,995 - $ 5,495            15%          10%
                                                                                $ 5,494 - $ 4,995            10%          10%

7000PB-2000         Medi-Lifter III(TM) Plus - Power Base & Scale               $ 6,995 - $ 6,495            15%          10%
                                                                                $ 6,494 - $ 5,995            10%          10%

====================================================================================================================================

7000HD              Heavy Duty Lift                                             $ 5,995                      15%          10%

7000HD-1000         Heavy Duty Lift with Scale                                  $ 6,995                      15%          10%

====================================================================================================================================

4000-SSL            Medi-SSL(TM) Plus                                           $ 4,995 - $ 4,495            15%          10%
                                                                                $ 4,494 - $ 4,095            10%          10%

4000PB-SSL          Medi-SSL(TM) Plus - Power Base                              $ 5,995 - $ 5,495            15%          10%
                                                                                $ 5,494 - $ 4,995            10%          10%


4000-2000           Medi-SSL(TM) Plus with Scale                                $ 5,995 - $ 5,495            15%          10%
                                                                                $ 5,494 - $ 4,995            10%          10%

4000PB-2000         Medi-SSL(TM) Plus with Power Base & Scale                   $ 6,995 - $ 6,495            15%          10%
                                                                                $ 6,494 - $ 5,995            10%          10%

====================================================================================================================================


4800                Medi-Lifter Summit(TM)                                      $ 5,395 - $ 4,995            15%          10%
                                                                                $ 4,994 - $ 4,495            10%          10%

4800-1000           Medi-Lifter Summit(TM) with Scale                           $ 6,395 - $ 5,995            15%          10%
                                                                                $ 5,994 - $ 5,495            10%          10%

4800-2000           Medi-Lifter Summit(TM) with Scale                           $ 6,895 - $ 6,495            15%          10%
                                                                                $ 6,494 - $ 5,995            10%          10%



                                                                                                                                  10
<PAGE>
                                                                                                                    COMMISSION RATES

                                                                                                         COMMISSION
MODEL #             PRODUCT DESCRIPTION                                         SELLING PRICE               RATE        BONUS
------------------------------------------------------------------------------------------------------------------------------------

1100                Aspen(TM)                                                   $ 3,995 - $ 3,795            15%          5%
                                                                                $ 3,794 - $ 3,495            12%          5%
                                                                                $ 3,494 - $ 3,095            10%          5%

====================================================================================================================================

1500                Cypress(TM)                                                 $ 3,995 - $ 3,795            15%          5%
                                                                                $ 3,794 - $ 3,495            12%          5%
                                                                                $ 3,494 - $ 2,995            10%          5%

1500-1000           Cypress(TM) with scale                                      $ 4,995 - $ 4,795            15%          5%
                                                                                $ 4,794 - $ 4,495            12%          5%
                                                                                $ 4,494 - $ 3,995            10%          5%

====================================================================================================================================
                    Saturn Ceiling Lift
====================================================================================================================================
SLIPP(R)            SLIPP(R) Patient Mover                                      $   249                      15%          0%
















                                                                                                                                  11
</TABLE>

<PAGE>


                                                                           NOTES


                     MEDI-MAN REHABILITATION PRODUCTS INC.
                              U.S. SALES DIVISION



1.       Bonus paid on all QUALIFYING SALES made ABOVE the minimum selling price
         range. Refer to your respective minimum annual sales volume to see if
         you qualify.

2.       For commission calculation purposes, any free slings given are treated
         as a discount off of the sale price.

3.       If the selling price is the set below the MINIMUM PRESCRIBED SELLING
         PRICE, the commission rate is reduced by 1/2% for every 1% price
         reduction from the prescribed price.

4.       Any discount below the prescribed minimum selling price is subject to
         approval by Joe Chuba.

5.       Prices subject to change with 30 days notice.

6.       SLING COMMISSION DISCOUNT SCHEDULE



PRODUCT DISCOUNTED BY         COMMISSION REDUCED BY     STANDARD COMMISSION CODE
    List Price                         0%                       A - 15%
     1 -  5%                           1%                       B - 14%
     6 - 10%                           2%                       C - 13%
    11 - 15%                           3%                       D - 12%
    16 - 20%                           4%                       E - 11%
    21 - 25%                           5%                       F - 10%



     NOTE:

Discounts of 26 -50% are subject to a 5% commission. This would include the
"Sling Trade-In" program that is offered from time to time for competitive
reasons and to retain our existing customer base.

We understand that you are all professionals and do not discount unnecessarily,
but we know there are times when it is justified when faced with "price only"
considerations. This new and revised commission structure represents a much more
equitable financial benefit for our valued sale representatives, while ensuring
that Medi-Man will be competitive in the U.S. healthcare market place.


                                                                              12
<PAGE>

                                                                           NOTES

BATHING, SHOWERING, PERSONAL HYGIENE EQUIPMENT RENUMERATION PROGRAM
--------------------------------------------------------------------------------


COMMISSION RATE: 15%

DISCOUNTS:    Any discounts deemed necessary will be shared equally. For
              example, if you offer a 4% discount, Medi-Man will absorb 2% and
              your commission would be reduced by 2% leaving you a 13%
              commission rate on the discounted price.

NOTE:         Please contact Joe Chuba before initiating any price reductions
              greater than 10%.

MEIKO FLUSHER/DISINFECTOR RENUMERATION PROGRAM
--------------------------------------------------------------------------------

COMMISSION RATE: 10%

DISCOUNTS:    Any discounts deemed necessary will be shared equally. For
              example, if you offer a 4% discount, Medi-Man will absorb 2% and
              your commission would by reduced by 2% leaving you a 8% commission
              rate on the discounted price.

NOTE:         Please contact Joe Chuba before initiating any price reductions
              greater than 10%.


                                                                              13

<PAGE>

BONUS PROGRAM

The Medi-Man Bonus Program is a lucrative incentive program designed to motivate
and reward our sales partners. We have intentionally set the bonus sales figures
so they are readily achievable, and yet, they afford us some cushion against
paying a very large commission for what amounts to a lower sales volume.

Each territory and sales representative will be treated individually depending
upon the unique circumstances prevailing at the time of starting with Medi-Man.
Unique circumstances will entail bed count relative to our products, previous
penetration of Medi-Man products, experience, knowledge and background of each
representative and so forth.

The Bonus Program is annualized, although paid monthly when achieved in any
given month. There may be start up months where the bonus is not achieved; this
business is not lost, but will accrue throughout the year. Bonus will be paid
retroactive to the start date of the program if the annualized sales figures
exceed the minimum predetermined qualifying sales figures.

In all probability the minimum bonus sales target will be lower than the sales
target required to maintain the exclusive rights to Medi-Man products within
your respective territory. In other words you may well achieve bonus status but
fall short of the required sales figures to continue as a Medi-Man
representative. This situation of course will be monitored throughout the year
to prevent such a situation, which is not in the best interest of either party.

Medi-Man Rehabilitation Products Inc. Reserves the right to modify or
discontinue the Bonus Program after any years completion.














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