- 1 -

                                                                   Exhibit 10.24

[ ] indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed with the
Commission pursuant to Rule 24b-2


                                AGREEMENT BETWEEN
             PILLING WECK (PW) and MEDICAL STERILIZATION, INC. (MSI)


         Pilling Weck agrees to represent and sell MSI's procedure specific
decontamination, reprocessing and/or sterilization services in selective high
population density urban centers and/or in cooperation with MSI to selective IHN
organizations according to the minimum guidelines in Exhibit A. MSI's current
market development efforts, as outlined in Exhibit B, will be excepted from the
terms of this agreement. MSI grants to Pilling Weck exclusive, except as to MSI,
sales and marketing rights in the United States for the next three years
effective 1/5/96.

[bullet] MSI will continue its current account development efforts in the L.I.
         business Unit Area, but agrees to exclusive third-party representation
         by PW in this area. MSI will train Pilling Weck Sales Representatives
         in the L.I. Business Unit Area (90 mile radius). Pilling Weck will
         receive a commission of new MSI net billings generated by its
         representatives, excepting MSI's current active customer list or
         accounts under active development, as indicated in Exhibit C, within 10
         days after payment receipt from the customer.

                   The commission schedule is as follows:

                  *        New Accounts              [   ]%

                  *        Endoscopy                 [   ]%

         PW agrees that during the first year, [ ]% of the MSI commission
         received and also, [   ]% commission of any MSI purchases of PW 
         instruments will be paid to its representation in the L.I. Business
         Unit Area.

[bullet] Pilling Weck and MSI (The parties are not partners or joint venturers,
         but are independent contractors.) agree to cooperate exclusively to
         commercialize MSI's procedure specific decontamination, reprocessing
         and/or sterilization services throughout North America according to the
         minimum guidelines outlined in Exhibit A. Pilling Weck will use its
         corporate and national account contacts to identify potential customers
         and MSI will support the sales process 

<PAGE>
                                      -2-

         by making joint presentations with Pilling Weck and coordinating  
         proposals to the clients in a timely basis.

[bullet] MSI agrees to purchase its surgical instrument needs for current and
         future sites from Pilling Weck, and Pilling Weck agrees to supply such
         instruments upon request for the duration of this agreement. Specific
         customer requests or preferences for other brands of instruments,
         however, will be accommodated and excepted from this exclusive
         arrangement. Pricing will be provided at Pilling Weck's possible
         discount level reflected as VP level pricing. MSI has the option to
         purchase such instruments on terms, 60 days from date of invoice or on
         operating lease terms, utilizing PW's third party financing facility,
         or through use of a MSI financing facility. In the event of termination
         of this agreement, PW will not cause termination of any leasing
         arrangement in effect.

[bullet] To start offering an endoscopic set to this trade, Pilling Weck agrees
         to supply MSI with endoscopic sets at this pricing level.

[bullet] Pilling Weck and MSI agree to review options for contribution of
         instruments to new centers, whereby Pilling Weck contributes
         instruments as equity, and receives equity as a percentage of total
         capitalization for that center.

[bullet] Pilling Weck also agrees to review options to supply instruments to
         MSI on a capitated basis, whereby Pilling Weck is paid on a per use
         basis for the instruments and ownership of the instruments remains with
         Pilling Weck.

[bullet] Pilling Weck will provide on-site instrument repair services for MSI,
         as requested by MSI, at VP level pricing at their Syosset, N.Y.
         facility. MSI will provide adequate space to Pilling Weck personnel on
         a rent free basis.

[bullet]   [


                                                                       ].



         The term of this agreement is three years. However, in the event of
change of ownership of the business, either party may cancel this agreement
provided one year's notice is given to the other party. After the first year,
either party, by giving thirty (30) days written notice prior to the end of the
year, may terminate the agreement if new MSI/PW generated contracts of at least
[ ] have not been signed or are pending, or MSI has not purchased or committed
to pending purchases of at least [ ] of PW instruments.


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                                      -3-

         If Pilling Weck terminates this agreement for reasons other than breach
on MSI's part, Pilling Weck would be bound by an 18 month non-compete in the
geographic areas (180 mile radius) where MSI and Pilling Weck have concluded
contracts.

         The non-compete would cover off-site decontamination, reprocessing, and
sterilization of surgical instruments for hospitals in the specific geographic
area covered.

         If MSI terminates this agreement for reasons other than breach on
Pilling Weck's part, Pilling Weck would be unrestricted in any business
practices and not be bound by the above mentioned non-compete.


---------------------------------         --------------------------------------
Ervin F. Portman                          D. Michael Deignan
President                                 President
Pilling Weck                              Medical Sterilization, Inc.




<PAGE>



                                    EXHIBIT A


                    MEDICAL STERILIZATION, INC./PILLING WECK

                       NATIONAL REPRESENTATION GUIDELINES




         [














                                                                              ]


<PAGE>




                                    EXHIBIT B


                        NATIONAL ACCOUNT DEVELOPMENT LIST


           [







                                                                              ]


<PAGE>





                                    EXHIBIT C


                              (Excludes Endoscopy)


L.I. BUSINESS UNIT AREA - ACTIVE ACCOUNT LIST:

         [















                                                                              ]