EXHIBIT 10.29


E-BEAM Services Inc.      
146 DuPont Street, Plainview, New York 11803
Tel: 516-349-1940        Fax: 516-349-1945




Mr. D. Michael Deignan
Chief Executive Officcr
Medical Sterilization Inc.
225 Underhill Blvd.
Syosset, NY 11791


                                               March 19, 1997

Dear Mike;

This  letter  constitutes  a Letter  of Intent  between  E-BEAM  Services,  Inc.
(E-BEAM)  and Medical  Sterilization  Inc (MSI) to enter into a Joint  Marketing
Agreement ("JMA"). The purpose of the JMA would be:

1)   to enhance MSI's  contract  electron beam  processing  business  ("Contract
     Processing")   prior  to  the  end  of  the  MSI/Shamrock  toll  processing
     agreement, and

2)   to transfer  MSI's  Contract  Processing  customers  (other  than  Shamrock
     Technologies,  Inc., "Shamrock") to E-BEAM during a "Transaction Processing
     Phase",  such  that MSI can exit the  Contract  Processing  business  in an
     orderly manner.

This  letter  will  refer  to the  actual  last  day of  the  MSI/Shamrock  toll
processing  agreement  as "D-Day".  "D-Day" will be  September  30,  October 31,
November  30, or October  31,  l997 -- at  Shamrock's  option with 90 days prior
notice to MST.

The Terms of the Proposed Joint Marketing Agreement are as follows:

MSI would continue to be responsible for electron beam  accelorator  operations,
quality control,  and  maintenance;  E-BEAM would take over  responsibility  for
marketing,  sales, and account  management for MSI customers and prospects -- in
cooporation with Mike Fogarty,  Diane Motorella,  and other MSI personnel.  This
would enable  E-BEAM to prepare for the orderly  transition  of the customers to
E-BEAM when MS1 ceases accelerator  operations in Syosset.  E-BEAM would pay MSI
"Commissions"  totalling  $350,000  for the  successful  transfer of MSI 4.5 MeV
accelerator  customers to routine  processing  on E-BEAM's  4.5 MeV  accelerator
facility.  Although  most or even all of MSI  customers  are not  expected to be
transferred until after "D-Day", E-BEAM would make a $150,000 advance payment to
MSI toward future  Commissions when the joint Marketing  Agreement is signed. At
that time MSI would  provide  E-BEAM with a Customer  List and a Prospect  List,
tabulating the product  description,  historical  volumes,  and pricing for each
customer product.

Commissions  would be calculated at 15% of E-BEAM's  production  sales  revenues
from trasferred MSI customers. For the first $300,000 of calculated Commissions,
one half  would be  credited  toward  "covering"  the  advance  payment  and the
remaining  one  half  would  be  paid  out to  MSI.  The  remaining  $50,000  in
Commissions  would be paid out at the 15% rate.  Commissions would be payable 10
working days after the end of each calendar month.

For E-BEAM's sales and markeking efforts prior to "D-Day",  MSI would pay E-BEAM
a fec of 10% of MSI's  Contract  Processing  revenues  in excess of $50,000  per
month (excluding  Shamrock processing  revenues),  payable l0 working days after
the end of each calendar month.

As part of the Joint Marketing Agreement, MSI would agree not to extend the toll
processing  agreement with Shamrock past "D-Day" and not to make commitments for
electron beam processing beyond "D-Day" to anyone without the prior agreement of
E-BEAM. MSI would agree to provide up to 24 beam





Page 2 of 3
Minbiole to Deignan
March l9, 1997

hours per month of processing time to E-BEAM for non-PTFE  processing during the
MSI/Shamrock  toll  processing  agreement,  at a price of $450  per  beam  hour,
however,  for the three  months  prior to  "D-Day",  MSI would  agree to provide
E-BEAM up to 48 beam hours per month and  E-BEAM  would buy a minimum of 24 beam
hours in each of those three months.

As part of the JMA, MSI would agree to "Transition  Processing Phase" commencing
on the day after  "D-Day".  During this phase of operation at Syosset,  the beam
time would be used  exclusively for processing of MSI's  customors  awaiting the
transition  to B-BEAM or for  processing  of  E-BEAM's  customers,  at  E-BEAM's
discretion.  E-BEAM would collect thc actual revenues from the customers and MSI
would  get paid by  B-BEAM a fixed  hourly  price  of $45O  per beam  hour.  The
Transition  Processing  Phase will be a minimum of three months long, and can be
extended by up to four months, month-by-month, with 30 days prior written notice
from E-BEAM to MSI,  provided  that the  Transition  Processing  Phase would not
extend beyond April 30, 1998.  As part of an orderly  phase down of  operations,
(unless  agreed  otherwise):  during  the  first two  months  of the  Transition
Processing Phase, E-BEAM would expect to require 350 to 400 beam hours and would
buy a minimum  of 250 beam  hours;  during the third  month (and any  additional
months) of the Transition  Processing Phase,  E-BEAM would expect to require 200
beam hours and would buy a minimum of 100 beam hours. If E-BEAM does not buy the
minimum  beam hours as  specified  in this  paragraph  and the prior  paragraph,
E-BEAM  would  pay MSI $250 for each  such  unused  beam  hour.  The  Transition
Processing  Phase may be limited in 1998 by Nassau County air  emissions  permit
considerations;  MSI would use its best effort to overcome or minimize  any such
limitations to the extent economically  reasonable,  and E-BEAM would contribute
50% to reasonable out-of-pocket expenses to alleviate any such situation.

MSI would agree not to consumate the sale of the MSI  accelerator to Shamrock or
any other party before the completion of the Transition Processing Phase. In the
event that Shamrock does not consumate the sale of the  accelerator on or before
April 30, 1998,  or if Shamrock is not willing or able to consumate  the sale on
or before April 30, 1998,  or if Shamrock  and/or MSI do not intend to consumate
their  agreement  for the sale of the  accelerator  on or before April 30, 1998,
then  MSI  would  give  E-BEAM  the  option  for 30  days to  commit  to buy the
accelorator according to the terms contained in the Letter of intent (signed but
not consumated) between MSI and E-BEAM dared January 20, 1997.

Execution and  consummation of the JMA is premised on the active  cooperation of
MSI personnel,  particularly Mike Fogarty.  On the front end of this JMA, active
cooperation would consist primarily of introducing E-BEAM sales  representatives
to the customers of MSI and providing  information on such customers' companies,
products,  sales  history,  and key  employees.  MSI would  provide  an  office,
telephone (with voicemail) for E-BEAM representatives when they are at the plant
in Syosset, and would also assist in setting up a website and e-mail for E-BEAM.
Then, over a period of time, active cooperation would include:  providing copies
of dose  maps  and  processing  specifications;  explanation  of dose  maps  and
processing  procedures;  ready access to Device  Master  Records and  processing
agreements at MSI; joint development of forward plans for effective  transfer of
processing to B-BEAM;  It is estimated that 20 - 40% of Mr. Fogarty's time would
be required  during the first 2-3 months after  execution of the JMA,  primarily
for the purpose of meeting the customers (including up to 3 day - long trips per
month at E-BEAM's  direction).  It is estimated that  approximately 20 - 30%, of
Mr.  Fogarty's  time  would  be  required  during  the  remaining  term  of  the
MSI/Shamrock  toll proccessing  agreement and during the Transition  Proccessing
Phase to facilitate preparations for the transfer of the customers to processing
at E-BEAM. In addition, E-BEAM would have the option of arranging utilization of
20-40% of Mr. Fogarty's services following the Transition  Processing Phase with
$600 per-diem reimbursment from E-BEAM to MSI; MSI will cooperate with E-BEAM in
this regard.






Page 3 of 3
Minbiole to Deignan
March 19, 1997


To  facilitate  the transfer of MSI  customers.  MSI would  provide its contract
processing  operations  software to E-BEAM without charge on an exclusive basis.
(E-BEAM  would first  evaluate the software  and  determine  that it intended to
utilize the software.) MSI would provide initial installation on-site and enough
training and  documentation  to enable  E-BEAM to  effectively  use the software
however,  any future maintenance or customization by MSI's Steve Nyman would be,
provided  at an extra  charge to E-BEAM  of $90 per  hour.  E-BEAM  would not be
required to adopt the software for its routine use.


MSI and  E-BEAM  intend to make a joint  press  release  within two weeks of the
signing of the JMA,  announcing the existence of the Joint  Marketing  Agreement
and its purpose of providing  current and  prospective  customers  with electron
beam processing  continuity.  The two companies will agree on the content of the
press release prior to its release.

This Letter of Intent is not binding on either MSI or E-BEAM. Each will be bound
only if and when both  execute  and  deliver  a formal  written  agreement  with
customary  provisisions  satisfactory  to our  respective  attorneys,  which  is
expected to be  accomplished  on or about  April 5, 1997.  The  agreement  would
include  representation  from MSI that nothing contained therein is inconsistent
with or breaches any provision of any agreement between Shamrock and MSI.

Mike,  if this Letter of Intent is acceptable  to Medical  Sterilization,  Inc.,
please  sign both the  original  and the copy and  return one copy to me. I will
then have Mr. Michael Shef promptly propare a proposed formal written  agreement
for execution by both companies.



                                        Sincerely, 

                                        E-BEAM Services, Inc. 

                                        /s/ Paul R. Minbiole
                                        --------------------
                                        Paul R. Minbiole
                                        President



Accepted: /s/ D.Michael Deignan  3/19/97
          ------------------------------
          D.Michael Deignan       Date
          Chief Executive Officer
          Medical Sterilization Inc.