AGREEMENT

AGREEMENT,  dated  as  of and effective August  1,  1996  by  and
between GALLERY RODEO INTERNATIONAL (the "Seller"), and MICROTECH
MEDICAL SYSTEMS, INC., and assigns (the "Purchaser")

WHEREAS:  the Seller is the owner and holder of a Promissory Note
(the  "Note")  dated June 30, 1995 in the amount of  Two  Hundred
Eight  Thousand One Hundred Thirty-Three and 34/100 ($208,133.34)
Dollars secured by a Deed of Trust (the "Deed of Trust") of  even
date encumbering the real property described in Exhibits A and B,
respectively,   hereto  made  a part  hereof   by  reference,  as
amended  by  Amendment dated May 9, 1996 described in  Exhibit  C
hereto and made a part hereof by reference;

AND WHEREAS:  Purchaser desires to acquire and Seller desires  to
sell  said Note and Deed of Trust in exchange for the payment  of
Two Hundred Thousand and No/100 ($200,000.00) Dollars

NOW THEREFORE, IT IS AGREED THAT:

     1.   Sale.   At the closing, the Seller shall sell  its  one
hundred  percent (100%) interest in the Note and Deed  of  Trust,
copies of which are attached hereto as Exhibits B and C and  made
a  part  hereof  by reference, and the Purchaser shall  buy  said
interest free and clear of all liens, claims and encumbrances.

     2.    Consideration.   Purchaser  and   Seller   agree   the
consideration  for  said  Note and Deed  of  Trust  shall  be  as
follows:

          2.1   Two  Hundred  Thousand and  No/100  ($200,000.00)
     Dollars, shall be paid to Seller in cash or certified  funds
     at closing.

3.   Closing.

          3.1  The following shall be accomplished at closing:
               
               3.1.1  The Seller shall sell and transfer the Note
          in  the  face amount of Two Hundred Eight Thousand  One
          Hundred  Thirty-Three and 34/100 ($208,133.34)  Dollars
          and Deed of Trust as set forth above which is owned  or
          beneficially controlled by Seller and the Purchaser  of
          said Note and Deed of Trust and shall deliver to Seller
          an executed assignment of the Note and Deed of Trust in
          standard form.

               3.1.2   Seller  and Purchaser shall execute  other
          necessary documentation to accomplish the purposes  set
          forth herein at closing.

          3.2  Closing shall be the 9th day of August, 1996, at 2
     N.  Cascade  Avenue, Suite 330, Colorado Springs,  Colorado,
     80903, at 10:00 A. M.
     
     4.    Representations,  Warranties  and  Covenants  of  Both
Parties.

          4.1   Representations, Warranties and Covenants of  the
     Seller.

               The Seller covenants, warrants, and represents  as
          follows:

               4.1.1  The Seller will convey to the Purchaser  at
          the  closing good and marketable title to said Note and
          Deed  of  Trust.  The Seller owns the Note and Deed  of
          Trust  free  and  clear of all liens, encumbrances  and
          charges.  The Seller presently has such title.
     
                    (a)    The   Seller  is  currently  in   full
               compliance  with  all  Covenants,  Conditions  and
               Agreements  set forth in the  Deed  of  Trust  and
               further,   Covenants  and  Represents  that   this
               Agreement does not violate any such Agreements  or
               Warranties  of Seller  with Owners of  the  within
               described property or others.

               4.1.2   Copies of the Seller's Note  and  Deed  of
          Trust,  including  all amendments  thereto,  have  been
          delivered  to the Purchaser, and such copies are  true,
          complete and correct in every particular.

               4.1.3  The Seller has the power to enter into this
          agreement  and to carry out its obligations  hereunder.
          No   court  or  other  proceedings  are  necessary   to
          authorize  the consummation of this agreement  and  the
          transactions  contemplated hereby.  This agreement  has
          been  duly  executed and delivered by the  Seller,  and
          constitutes  a  valid  and binding  obligation  of  the
          Seller.    The  execution  and  performance   of   this
          agreement by the Seller does not violate, or result  in
          a   breach  of,  or  constitute  a  default  under  any
          judgment,  order or decree to which he may be  subject.
          Neither  the execution and delivery of this  agreement,
          nor  the  consummation of the transaction  contemplated
          hereby,  nor  compliance with the terms and  provisions
          hereof,  will  result in the creation or imposition  of
          any  lien,  charge  or  encumbrance  upon  any  of  the
          Seller's  assets pursuant to the terms of, or  conflict
          in  any  way  with  the provision of, or  constitute  a
          default  under,  or require the consent  of  any  other
          party  to,  any  indenture, mortgage,  deed  of  trust,
          agreement,  lease  or  other instrument  to  which  the
          Seller  is a party or by which he may be bound,  or  to
          which he may be subject.

               4.1.4   The  Seller  has not  become  in  any  way
          obligated  for  any  broker's,  finder's,  agent's   or
          similar   fee   with   respect  to   the   transactions
          contemplated  by  this  agreement  other  than  to  its
          accountants and attorneys.

               4.1.5  No representation or warranty of the Seller
          made   in   this   Agreement,  nor  in  any   document,
          certificate,  or  schedule  required  to  be  furnished
          pursuant  to  this agreement, contains or will  contain
          any untrue statement of a material fact, and copies  of
          any  documents furnished to the Purchaser will be  true
          and correct copies of such documents.

               4.1.6   The Seller does not have any knowledge  of
          any  claim,  litigation, threatened litigation  or  any
          other  action  which has been instituted or  threatened
          affecting its ability to perform its obligations  under
          this agreement.

               4.1.7   All  of the foregoing representations  and
          warranties will be true on and as of the closing date.

     4.2  REPRESENTATIONS and WARRANTIES of the Purchaser.

          The Purchaser represents and warrants as follows:

               4.2.1   It  is  a  corporation duly organized  and
          validly existing and in good standing under laws of the
          State of its incorporation.

               4.2.2   It  has the corporate power to enter  into
          this   agreement  and  to  carry  out  its  obligations
          hereunder.    The  execution  and  delivery   of   this
          agreement  and  the  consummation of  the  transactions
          contemplated have been duly authorized by its board  of
          director;  no other corporate proceedings are necessary
          to  authorize its officers to effectuate this agreement
          and   the  transactions  contemplated  thereby.    This
          agreement has been duly executed and delivered  by  it,
          and  constitutes a valid obligation binding on it.  The
          execution and performance of this agreement by it  does
          not violate, or result in a breach of, or constitute  a
          default under, any judgement, order or decree to  which
          it  may be subject, nor does such making or performance
          constitute  a  violation  of  or  conflict   with   any
          provision of its charter or by-laws.

               4.2.3   It has not employed any broker, finder  or
          agent, nor has it otherwise become in any way obligated
          for any broker's, finder's, agent's or similar fee with
          respect  to  the  transactions  contemplated  by   this
          agreement.

               4.2.4   The  execution and carrying  out  of  this
          agreement and compliance with the provisions hereof  by
          it  will  not  violate, with or without  giving  notice
          and/or  the  passage  of time, any  provisions  of  law
          applicable to it.

               4.2.5   The  Purchaser does not have any knowledge
          of  any claim, litigation, threatened litigation or any
          other  action  which has been instituted or  threatened
          affecting its ability to perform its obligations  under
          this agreement.

               4.2.6   All  of the foregoing representations  and
          warranties will be true on and as of the closing date.
     
     5.   INDEMNIFICATION.

          5.1   Nothing herein to the contrary withstanding,  the
     Seller's  obligations  under this agreement  for  breach  of
     promise,   misrepresentation,   breach   of   warranty    or
     nonfulfillment  of any obligation or agreement,  negligence,
     promissory  estoppel,  detrimental  reliance  or  any  other
     action   which   arises  out  of  the  transactions   herein
     contemplated shall be only as follows:

               5.1.1  any and all damage, loss, deficiency, costs
          or expenses resulting from any other misrepresentation,
          breach of warranty or non-fulfillment of any obligation
          or agreement on the Seller's part under this Agreement,
          including  without  limitation  any  and  all  actions,
          suits, proceedings, judgements and reasonable legal and
          other expenses incident to the foregoing.

               5.1.2   Said notice shall be to the Seller of  any
          claim  or litigation the existence of which gives  rise
          to the operation of the foregoing indemnity, and Seller
          shall  have  the power to investigate and  defend  such
          claim  at his expense with power to settle such  claim,
          unless  the amount claimed and the reasonably estimated
          expenses  of  defense exceed the amount  set  forth  in
          5.1.1  above.

               5.1.3    If  the  Seller  fails  to  defend,   the
          Purchaser  may defend such claim with power  to  settle
          and the Seller shall pay the costs and expenses thereof
          and  the amount of any settlement or judgment up to the
          amount  set forth Section 4.1 above; provided  however,
          that  in any case, no settlement shall bind the  Seller
          to  pay  any  amount  which is not  first  approved  in
          writing by the Seller.

               5.1.4   If  the amount claimed and the  reasonably
          estimated  expenses of defense exceed  the  amount  set
          forth in Section 5.1.1 above then either (1) the Seller
          may   defend  (and  assume  the  entire  risk  of   the
          settlement or judgement and costs of defending the same
          (whether  or  not they exceed the amount set  forth  in
          Section  5.1.1 above) or (2) the Seller may notify  the
          Purchaser  (within 10 days of receiving written  notice
          of  the claim from the Purchaser) that the Purchaser is
          to  defend  such  claim with power to  settle  and  the
          Seller shall pay the costs and expenses thereof and the
          amount  of  any settlement or judgment (but  the  total
          liability of the Seller shall not be in excess  of  the
          amount se forth in Section 5.1.1 above).

     5.2   Whether  or  not the transactions herein  contemplated
     shall  be  consummated, the Purchaser  will  pay  the  fees,
     expenses and disbursements of the Purchaser and its  agents,
     representatives,   accountants  and  counsel   incurred   in
     connection with the subject matter of this agreement and any
     amendments  thereto,  and the Seller  will  pay  such  fees,
     expenses  and  disbursements of the Seller and  its  agents,
     representatives, accountants and counsel (if  not  otherwise
     accrued).

     6.    Termination.  This agreement may be terminated by  the
Purchaser  under any of the following circumstances by notice  in
writing  if during the period from the date hereof to the closing
date any of the following shall occur:

          6.1  The Purchaser shall learn of any fact or condition
     with respect to the Seller's Note and Deed of Trust which is
     substantially  at  variance  with  one  or   more   of   the
     representations  or warranties as set forth  above  or  with
     other  written information provided to the Purchaser by  the
     Seller, and after written notice thereof the Seller shall be
     unable  to furnish reasonable assurance satisfactory to  the
     Purchaser.

          6.2   The  Seller shall commit a substantial breach  of
     any one or more of the obligations or prohibitions set forth
     in  Section  1  of  this agreement and shall  be  unable  to
     furnish reasonable assurance satisfactory to the Purchaser.

          6.3   On  the occurrence of any of the events specified
     in Sections 4.1.1 to 4.1.6 above, the parties may agree upon
     an  amount  by which the consideration shall be  reduced  on
     account  of  such event,  in which case the Purchaser  shall
     not terminate this Agreement and the consideration shall  be
     so reduced.

     7.   After the Closing.  Subsequent to the closing:

          7.1   Each party to this agreement shall at the request
     of  any  other furnish, execute and deliver such  documents,
     instruments, opinions of counsel, certificates,  notices  or
     other  further assurances as counsel of the requesting party
     shall  reasonably deem necessary or desirable for  effecting
     complete consummation of this agreement.

     8.   Miscellaneous.

          8.1    Each  and  every  one  of  the  representations,
     warranties,  covenants and agreements  made  herein  by  any
     party  (including  any  statements made  in  the  Disclosure
     Schedules  and  in  any  certificates, schedules,  exhibits,
     instruments   or   documents  furnished   pursuant   to   or
     concurrently with this Agreement), shall survive the closing
     and  the  consummation of the transactions  contemplated  by
     this Agreement, notwithstanding any investigation heretofore
     or hereafter made by the parties hereto.

          8.2  All notices, approvals or other communications  to
     be  sent or given to the Seller shall be deemed validly  and
     properly given or made if in writing and delivered  by  hand
     or  registered or certified mail, return receipt  requested,
     and addressed to:
          
               Gallery Rodeo International
               Holly Sugar Building - Suite 330
               2 N. Cascade Avenue
               Colorado Springs, CO   80903
          
          8.3  All notices, approvals or other communications  to
     be  sent  or given to the Purchaser shall be deemed  validly
     and properly given or made if in writing and delivered
          by hand or registered or certified mail, return receipt
     requested, and addressed to:
          
               Microtech Medical Systems, Inc.
               Holly Sugar Building - Suite 330
               2 N. Cascade Avenue
               Colorado Springs, CO  80903

          8.4   Any of the parties hereto may give notice to  the
     others  at  any  time by the methods specified  above  of  a
     change  in  the  address at which, or the  person  to  whom,
     notices addressed to it are to be delivered in the future.

          8.5  This agreement, together with the Note and Deed of
     Trust   and  other  documents  delivered  pursuant   hereto,
     constitutes   the entire agreement among the parties  hereto
     and  supersedes all prior correspondence, conversations  and
     negotiations. This agreement shall be binding upon and inure
     to the benefit of the successors and assigns of the parties.
     The  title  of  the  Sections of this  agreement  have  been
     assigned  thereto  for convenience only  and  shall  not  be
     construed as limiting, defining or affecting the substantive
     terms of the agreement.

          8.6   The parties agree, upon the request of any  other
     party,  to  execute any agreements, documents or instruments
     consistent  with  this  agreement  which  are  necessary  to
     consummate the transactions contemplated in this agreement.

          8.7   This  agreement may be executed in any number  of
     counterparts,  each  of  which  shall  be  taken  to  be  an
     original.

          8.8   No modification of this agreement shall be  valid
     unless such modification is in writing  and signed by all of
     the parties to this agreement.
          8.9  No waiver of any provision of this agreement shall
     be valid unless in writing and signed by the person or party
     against whom charged.

          8.10    The  invalidity  or  unenforceability  of   any
     particular provision of this agreement shall not affect  the
     other provisions of this agreement, and this agreement shall
     be  construed as if such invalid or unenforceable  provision
     was   omitted.    All  parties  hereto  having  participated
     actively  in the negotiation and drafting of this agreement,
     and each party having been represented by counsel, the terms
     of  this agreement shall not be construed against, nor  more
     favorably  to, any party, regardless of their responsibility
     for its preparation.

          8.11  This agreement shall be binding upon and inure to
     the benefit of the parties and their respective heirs, legal
     representatives,  executors, administrators  successors  and
     assigns.

          8.12   Whenever  in  this  agreement  words,  including
     pronouns, are used in the masculine, they shall be read  and
     construed in the feminine or neuter wherever they  would  so
     apply,  and  wherever  in  this agreement  words,  including
     pronouns, are used in the singular, they shall be  read  and
     construed in the plural, wherever they would so apply.

          8.13   This agreement shall be subject to and  governed
     by  the  laws of the State of Colorado, including its choice
     of laws, irrespective of the residence of the parties.

                              Seller:

                              GALLERY RODEO INTERNATIONAL

                              BY:________________________________
                              Its: ______________________________ 


                              Purchaser:

                              MICROTECH MEDICAL SYSTEMS, INC.

                              BY:________________________________
                              Its:_______________________________

<PAGE>
NOTE:  The original Promissory Note and Deed of Trust are attached here.