Exhibit 10.6

                    AMENDED AND RESTATED MANUFACTURING AGREEMENT

      THIS AMENDED AND RESTATED  MANUFACTURING  AGREEMENT (this  "Agreement") is
made and entered  into this 10th day of  February  2005 by and among ADM Tronics
Unlimited, Inc., a Delaware corporation ("ADM"), Sonotron Medical Systems, Inc.,
a  Delaware  corporation  ("SMS"),  and Ivivi  Technlogies,  Inc.,  a New Jersey
corporation  ("IVIVI" and together  with SMS,  the  "Subsidiaries"),  all of the
foregoing corporations with a principal place of business at 224 Pegasus Avenue,
Northvale, New Jersey 07647.

                                   WITNESSETH

      WHEREAS,  ADM,  SMS,  IVIVI and  Vet-Sonotron  Systems,  Inc.,  a Delaware
corporation ("VET"), entered into a manufacturing agreement,  dated as of August
15,  2001 (the  "Existing  Manufacturing  Agreement"),  pursuant to which ADM, a
Registered  Medical  Device  Manufacturing  Facility,  as such  term is  defined
pursuant  to the U.S.  Food  and  Drug  Administration  ("FDA")  medical  device
regulations,  manufactures  electronic and other medical and non-medical devices
and products for the Subsidiaries;

      WHEREAS, in April 2003, the operations of VET were transferred from ADM to
IVIVI;

      WHEREAS, ADM and the Subsidiaries desire to amend and restate the Existing
Manufacturing Agreement to, among other things, (i) provide each Subsidiary with
protection of its proprietary and confidential information and (ii) provide each
Subsidiary with the right to engage third-party manufacturers to manufacture any
or all of its  products in the event ADM is unable to perform,  or  otherwise in
breach of any of, its obligations under this Agreement; and

      WHEREAS,   the  Subsidiaries  desire  to  have  ADM  continue  to  provide
manufacturing  and regulatory  services to the  Subsidiaries  and ADM desires to
continue to provide such services to the Subsidiaries on terms and conditions as
herein contained.

      NOW, THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable  consideration the receipt and sufficiency is hereby
acknowledged, the parties hereto agree as follows:

      1. ADM shall be the  exclusive  manufacturer  of all  current  and  future
medical,  non-medical and veterinary electronic and other devices or products to
be sold,  rented  or  leased  by the  Subsidiaries  (referred  to  herein as the
"Products") under the terms and conditions herein contained.

      2. ADM will  manufacture the Products for the  Subsidiaries to appropriate
standards and quality commensurate with the type of product and intended use, it
being understood by the parties hereto that this will include Good Manufacturing
Practices ("GMP") and Quality Service  Requirements  ("QSR") consistent with FDA
regulations.


<PAGE>

      3. ADM shall invoice the Subsidiaries for any of the Products manufactured
at an amount  equal to the  Direct  Cost plus 20%.  It being  understood  by the
parties  hereto that Direct Cost shall be defined and  determined as the actual,
invoiced cost for all raw materials,  parts,  components or other physical items
that are incorporated into or consumed in the manufacture of the Products plus a
direct labor  charge equal to the number of hours or portions of hours  required
to produce the Products  multiplied by the standard hourly  manufacturing  labor
rate of  ADM.  Direct  Cost  shall  not  include  an  allocation  for  overhead,
insurance,  administration,  rent or other expenses not directly  related to the
manufacture of the Products.

      4. Each Subsidiary  shall purchase and provide ADM with the raw materials,
parts,  components  or other items that may be required  for ADM to  manufacture
such Subsidiary's Products.

      5. All invoices from ADM to the Subsidiaries  shall be immediately due and
payable upon  completion of manufacture of the Products and shall be paid by the
Subsidiaries  to ADM in U.S.  funds by  check,  wire  transfer  or  other  means
acceptable to ADM. All invoices shall include a price per unit (such price to be
the Direct Cost plus 20%) multiplied by the number of units manufactured.

      6. Any  invoice  not paid  within  10 days of its due  date  shall  accrue
interest at the rate of 1% per month for any month or portion of a month  during
which time such  invoice  remains  unpaid,  it being  understood  by the parties
hereto that time is of the essence.

      7. In accordance with FDA regulations for medical device manufacture,  ADM
shall  maintain   Device  History   Records  (within  the  meaning  of  the  FDA
regulations)  for any of the  Products  manufactured  based upon serial  numbers
however it will not be  responsible  for Device Master Records and Device Design
Files  (each,  within  the  meaning  of the FDA  regulations),  such  being  the
responsibility and expense of the Subsidiaries.

      8. ADM warrants the Products  against  defects in material and workmanship
for a period of 90 days after the completion of  manufacture.  After such 90-day
period, ADM will provide repair services for the Products to the Subsidiaries at
its customary hourly repair rate plus the cost of any parts, components or items
necessary to repair the Products. The Subsidiaries shall pay any repair invoices
to ADM under the same terms as contained in Sections 5 and 6 herein.

      9. As  between  each of the  Subsidiaries  on the one  hand and ADM on the
other hand,  each  Subsidiary is the sole and exclusive owner of all inventions,
patents, patent applications,  copyrights, trade secrets, know-how,  proprietary
information and other  intellectual  property rights relating to the Products of
such Subsidiary or any improvements thereto (the "Product IP"), whether existing
prior to or after the date hereof and  regardless of the party  responsible  for
creating,  conceiving or reducing to practice such Product IP. To the extent any
intellectual property rights that are included in the Product IP would otherwise
vest in ADM or any of its employees or subcontractors, ADM hereby assigns to the
applicable  Subsidiary all right, title and interest in and to such intellectual
property  rights,  and  agrees  to  execute,  acknowledge  and  deliver  to such
Subsidiary,   and  to  cause  its  employees  and   subcontractors  to  execute,
acknowledge and deliver to such  Subsidiary,  any further  assignments and other


                                      -2-
<PAGE>

documents  that such  Subsidiary  reasonably  deems  necessary  or  desirable to
perfect or further evidence such assignment.  ADM agrees to reasonably cooperate
with such  Subsidiary,  or any person to whom such  Subsidiary may have assigned
such  intellectual  property  rights,  in securing for such  Subsidiary  or such
assignee  any  patents or other  intellectual  property  protections  which such
Subsidiary  or assignee may seek  anywhere in the world to obtain in  connection
therewith,  and ADM shall,  and shall cause  persons  employed  by or  otherwise
engaged by ADM, to execute,  acknowledge  and deliver to such Subsidiary or such
Subsidiary's  assignee all instruments  which such Subsidiary  shall  reasonably
require,  give  evidence and do all things  which are  necessary or desirable to
enable such Subsidiary or its assignee to file and prosecute  applications  for,
and to acquire,  maintain and enforce,  all such patents and other  intellectual
property  protections.  The  provisions  of this  Section  9 shall  survive  any
termination or expiration of this Agreement.

      10. To the extent ADM, prior to or after the date hereof,  has obtained or
obtains  access to or knowledge of any  non-public  information  relating to any
Product designs, specifications,  components or technologies, or relating to any
other trade secrets, know-how or proprietary information included in the Product
IP  (collectively,  "Information"),  ADM  shall  maintain  such  Information  as
confidential  information  of the  applicable  Subsidiary,  using no less than a
reasonable  degree of care,  and shall not use or disclose any such  Information
other than in connection  with the  performance  of its  obligations  under this
Agreement.  Upon request of the applicable Subsidiary,  ADM shall return to such
Subsidiary, or destroy and provide such Subsidiary with written certification of
such  destruction,  all documents,  computer files and other  materials in ADM's
possession or control, including all copies thereof, that contain or are derived
from any Information of such Subsidiary. The provisions of this Section 10 shall
survive any termination or expiration of this Agreement.

      11.  Notwithstanding  anything contained herein to the contrary, ADM shall
notify each Subsidiary immediately if ADM is, or expects that it will be, unable
to fulfill any of its obligations to such Subsidiary  under this Agreement or is
otherwise  in breach of any of its  obligations  to such  Subsidiary  under this
Agreement. In the event ADM is unable to full, or is otherwise in breach of, any
of its obligations  under this Agreement,  such Subsidiary shall have the right,
without penalty or prejudice to Subsidiary's other rights hereunder, to engage a
third-party  or  third-parties  to manufacture  any or all of such  Subsidiary's
Products. In such event, if a Subsidiary elects to exercise its right to utilize
a third-party or  third-parties  to supplement  the  manufacture of its Products
pursuant to this Paragraph 10, at such  Subsidiary's  request,  ADM shall accept
delivery of such Products from such  third-party or third parties,  finalize the
manufacture  of such  Products to the extent  necessary  for such  Subsidiary to
comply  with FDA  regulations  and ensure  that the  design,  testing,  control,
documentation  and  other  quality  assurance  procedures  with  respect  to the
manufacturing process of such Products have been followed.

      12. The Subsidiaries  confirm that this Agreement does not infer any other
relationship  between ADM and the  Subsidiaries  and does not obligate ADM to be
responsible  for  any  debts  or  other  liabilities  of the  Subsidiaries.  The
Subsidiaries  are separate  entities and each is responsible for any liabilities
that may be created.


                                      -3-
<PAGE>

      13. This Agreement  shall be construed and enforced in accordance with the
laws of the State of New Jersey and shall not be modified or  terminated  except
by a written instrument executed by the parties hereto.

      14. This Agreement supercedes any previous agreements,  whether written or
oral, between and/or among the parties hereto, and, in particular,  the previous
agreement regarding the provision of manufacturing  services from ADM to certain
of the Subsidiaries.



                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -4-
<PAGE>

            IN WITNESS  WHEREOF,  the parties to this Agreement have caused this
Agreement to be signed as of the date first above written.


                                           ADM TRONICS UNLIMITED, INC.



                                           By:       /s/ Andre' DiMino
                                               --------------------------------
                                                   Name:  Andre' DiMino
                                                   Title:  President

                                           IVIVI TECHNOLOGIES, INC.



                                           By:       /s/ Andre' DiMino
                                               ------------------------------
                                                   Name:  Andre' DiMino
                                                   Title:  Chairman & CFO

                                           SONOTRON MEDICAL SYSTEMS, INC.



                                           By:       /s/ Andre' DiMino
                                               ------------------------------
                                                   Name:  Andre' DiMino
                                                   Title:  President


                                      -5-