MANUFACTURER'S REPRESENTATIVE AGREEMENT

THIS AGREEMENT, effective this 1ST DAY OF JUNE, 1996 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 O.J.I.
SURGICAL, INC., having its principal office at 1517 SW Sunset Blvd. Portland,
Oregon (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.

     State of Oregon and Cowlitz and Clark Counties in Washington State (see
     attached map).

B. PRODUCTS

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

C. CUSTOMERS

     "CUSTOMERS" are defined as hospitals, hospital administrators, orthopaedic
     surgeons, out-patient 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 or independent contractor, and is in no regard and for no purpose
     whatsoever to be construed as creating the relationship or 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.





<PAGE>


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 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, freight and taxes. 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 l.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.

5.   TERM/TERMINATION

     A.   The TERM of this Agreement shall be for one year and commence on JUNE
          1, 1996. This Agreement is automatically extended from year to year
          thereafter until terminated 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.


                                       2



<PAGE>



          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.

          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 Representative 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 by 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.


                                       3



<PAGE>


          4.   Inventory:

               a.   At a minimum, Company will supply Representative a
                    consignment inventory of salable implants based upon the
                    formula in Addendum 5. Additional consignment inventory may
                    be provided at Company's discretion based upon TERRITORY
                    requirements.

                    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).

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.

                                       4



<PAGE>


          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.

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.

     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 .5TB 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.

                                       5


<PAGE>


     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.

ACUMED, INC.                                    O.J.I. SURGICAL, INC.


By: Randall Huebner                             By: Harry Kraus
-------------------                             ---------------

/s/ RANDALL HUEBNER                             /S/ HARRY KRAUS
-------------------                             ---------------
   Signature                                       Signature

It: President                                   Its: President
-------------                                   --------------

Date: 4/28/97                                   Date: 4/21/97
-------------                                   -------------




                                       6




<PAGE>



                              ADDENDUM 1 PRODUCTS

Products are:

        Acutrak Systems

        Osteo-Clage Cerclage Cable System

        GTS TOE IMPLANT System

        Polarus Humeral Rod Systems

        2.7 and 3.5 Extremity Screw Systems

        Stableloc

        Bone Graft Instrumentation

        K-Wires (sterile packs)

        Small Bone Fixator

                                       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

lO.     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 O.J.I.
SURGICAL, INC. (hereafter called Representative) this 1ST DAY OF JUNE, 1996
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.

                                       10



<PAGE>


     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.

     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.                                    O.J.I. SURGICAL, INC.


By: Randall Huebner                             By: Harry Kraus
-------------------                             ---------------

/s/ RANDALL HUEBNER                             /S/ HARRY KRAUS
-------------------                             ---------------
   Signature                                       Signature

It: President                                   Its: President
-------------                                   --------------

Date: 4/28/97                                   Date: 4/21/97
-------------                                   -------------


<PAGE>



                                   ADDENDUM 5

                              CONSIGNMENT FORMULA

Consignment inventory will be provided in the TERRITORY under the following
general criteria:

1.   ACUTRAK PRODUCTS

     2 each of each screw size
     Instruments will be provided by Acumed

     Each consignment must generate at least four (4) screw sales per month
     within sixty (60) days of receiving consignment inventory.

2.   GTS PRODUCTS

     1 each of each implant size
     Instruments will be provided by Acumed

     Each set of implants must generate two (2) sales per month within sixty
     (60) days of receiving implants.

3.   OSTEO-CLAGE PRODUCTS

     8 each of 2mm CoCr Cable and Sleeve Implants
     4 each of 1.6mm CoCr Cable and Sleeve Implants
     4 each 2mm Cable only
     4 each 2mm Sleeve only
     1 set of instruments provided by Acumed

     Each consignment inventory must generate eight (8) cable and sleeve sales
     per month within sixty (60) days of receiving inventory.

4.   POLARUS HUMERAL ROD SYSTEMS

     1 each humeral rod
     1 set of screws
     1 set of instruments provided by Acumed

     Each humeral rod consignment must generate at least two (2) sales per month
     within sixty (60) days of receiving inventory.

5.   2.7 AND 3.5 EXTREMITY SCREW SYSTEMS

     2 each of each screw size
     1 set of instruments each provided by Acumed

     Each consignment must generate at least four (4) screw sales per month
     within sixty (60) days of receiving consignment inventory.



                                       12



<PAGE>


6.   STABLELOC

     2 Stableloc assemblies
     8 pins
     2 sets of instruments
     2 Stableloc assembly covers

7.   BONE GRAFT INSTRUMENTATION

     1 set of instruments provided by Acumed for hospital purchase

8.   SMALL BONE FIXATOR

     2 small Bone Fixator sets with tray
     2 fixator covers

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

10.  If the above monthly sales turnover rates are met on a quarterly average
     basis, there is no charge for the consignment inventory .

11.  Consignment sets that do not meet the above criteria after two (2)
     quarterly periods may be requested to be returned to Acumed or be charged a
     monthly fee of $200 per set and this fee adjusted against the monthly
     commission payment.

12.  The Company reserves the right to make adjustments in the Representative's
     consignment inventory levels when sales activity or market conditions
     dictate.

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

                                       13



<PAGE>


                                   ADDENDUM 6

                      INSTRUMENTS AND SALES SAMPLE POLICY

INSTRUMENTS: Representative is required to have the following instruments:

1.   At least one (1) set of Acutrak instruments provided by Acumed.

2.   At least one (1) set of GTS instruments provided by Acumed.

3.   At least one (1) set of Osteo-Clage instruments provided by Acumed.

4.   At least one (1) set of Polarus instruments provided by Acumed.

5.   At least one (1) set of 3.5 Extremity Screw System instruments provided by
     Acumed.

6.   At least one (1) Stableloc assembly provided by Acumed.

7.   At least one (1) set of Bone Graft instruments provided by Acumed.

8.   At least one (1) set of 2.7 Extremity Screw System instruments provided by
     Acumed.

9.   At least one (1) Small Bone Fixator set provided by Acumed.

SALES SAMPLES: 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.

                                       14



<PAGE>


                                   ADDENDUM 7

                            NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (the "AGREEMENT") is entered into this 1ST DAY OF
JUNE, 1996 by ACUMED, INC., (the "DISCLOSING PARTY") and O.J.I. SURGICAL, INC.,
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 Confidential 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 shal1 continue in full force and effect indefinitely, except
     that the Receiving Party's obligations hereunder shal1 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.

                                       15



<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.                                    O.J.I. SURGICAL, INC.


By: Randall Huebner                             By: Harry Kraus
-------------------                             ---------------

/s/ RANDALL HUEBNER                             /S/ HARRY KRAUS
-------------------                             ---------------
   Signature                                       Signature

It: President                                   Its: President
-------------                                   --------------

Date: 4/28/97                                   Date: 4/21/97
-------------                                   -------------


                                       16



<PAGE>


                                   ADDENDUM 8

                                  SALES QUOTA

Company reserves the right to have achievable sales quotas by product for a
specified period of time. These quotas may be in addition to the minimum
turnover rates for consignment inventory as detailed in Addendum 5.

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.

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




                                       17



<PAGE>



                                  AMENDMENT 1



This amendment, effective July 1, 1997, changes the territory as previously
defined in the Manufacturer's Representative Agreement dated June 1, 1996. The
updated territory is now defined as follows:

State of Oregon, excluding Baker and Malheur counties, and Cowlitz and Clark
Counties in Washington State (see attached map).

ACUMED, INC.                                    O.J.I. SURGICAL, INC.


By: Randall Huebner                             By: Harry Kraus
-------------------                             ---------------

/s/ RANDALL HUEBNER
-------------------                             ---------------
   Signature                                       Signature

It: President                                   Its: President
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Date: 6/17/97                                   Date:
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<PAGE>


                                  AMENDMENT 2

This amendment, effective May 1, 1998, changes the Representative's
responsibilities as previously defined in the Manufacturer's Representative
Agreement dated June 1,1996. The following clause is added to Section 8, Item A:

     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.

ACUMED, INC.                                    O.J.I. SURGICAL, INC.


By: Randall Huebner                             By: Harry Kraus
-------------------                             ---------------

/s/ RANDALL HUEBNER                             /S/ HARRY KRAUS
-------------------                             ---------------
   Signature                                       Signature

It: President                                   Its: President
-------------                                   --------------

Date: 4/27/98                                   Date: 4/30/97
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