Exhibit 10.10

                                    AGREEMENT

This  Agreement (the  "Agreement")  is made effective as of April 1, 2005 by and
between Ivivi Technologies,  Inc., a New Jersey corporation with its usual place
of business at 224-S Pegasus Avenue,  Northvale,  New Jersey 07647 ("Ivivi") and
Global Medical,  L.L.C., a Maryland limited  liability  company,  with its usual
place of business at 7184 Troy Hill Drive,  Suite F,  Elkridge,  Maryland  21075
("Global").

                                   Background

      WHEREAS,  Ivivi is a medical technology company that is in the business of
developing   electrotherapeutic   technologies   and  medical  devices  for  the
non-invasive treatment of pain and edema and for promoting wound healing; and

      WHEREAS,  Global  is  a  sales  and  distribution  company  that  provides
clinically  trained sales  personnel to market,  distribute and support  medical
device sales and rentals; and

      WHEREAS, Global also performs product warehousing,  distribution, customer
service, order fulfillment,  equipment tracking, billing and collection services
and  related   activities  in  connection  with  the  sale,   rental  and  other
distribution of medical devices; and

      WHEREAS,  Global  and Ivivi  desire to enter into an  arrangement  whereby
Global shall provide certain services for Ivivi.

      NOW,  THEREFORE,  in  consideration  of the  promises  and  of the  mutual
covenants and agreements contained herein and intending to be legally bound, the
parties agree as follows:

                              Terms and Conditions

1. Definitions.  For purposes of this Agreement, the following capitalized terms
shall have the following defined meanings:

            (a) "Affiliates"  means with respect to any Person, any other Person
which  directly or  indirectly  controls,  is  controlled  by or is under common
control with such Person. For purposes of this definition, "control" (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with"), as applied to any Person, means the possession,  directly or indirectly,
of the power to vote a majority of the  securities  having  voting power for the
election of directors (or other Persons  acting in similar  capacities)  of such
Person or  otherwise  to direct or cause the  direction  of the  management  and
policies of such Person,  whether through the ownership of voting  securities or
by contract or otherwise.

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            (b) "Ivivi  Products"  means the SofPulse model 912,  SofPulse model
912-M10,  Coil  Applicators,  Foot  Applicator and all other medical devices and
products manufactured, distributed, sold or rented by Ivivi at any time.

            (c)  "Person"  means any  individual,  partnership,  joint  venture,
corporation, trust, unincorporated organization,  government (and any department
or agency thereof) or other entity.

2.  Term.  The term of this  Agreement  shall  be two (2)  years  commencing  on
________,  2005. The term of this Agreement shall renew for successive  terms of
one (1) year each if mutually agreed each such year in writing by the parties.

3. Services to be Performed by Global.

      (a)  Throughout  the term of this  Agreement,  Global  shall  use its best
efforts to diligently  provide to Ivivi the services  ("Services")  set forth on
Exhibit A  attached  hereto and made a part  hereof,  as the same may be amended
from time to time.

      (b) Throughout the term of this Agreement  Global shall devote  sufficient
resources,  time and personnel,  and shall use its best efforts,  to perform the
Services in a  professional  manner to the  satisfaction  of Ivivi.  The parties
acknowledge that Global shall be entitled to continue to promote and service its
current business of distributing and selling specialty beds,  bariatric beds and
accessories,  hospital bed frame systems, intensive care unit beds, and hospital
stretchers,  however such  continued  promotion and service shall not detract in
any manner from Global's performance of the Services hereunder.

      (c) In  performing  the Services  hereunder,  Global shall at all times be
subject to the overall  management  and  direction of Ivivi on all marketing and
sales of Ivivi Products.

4. Global Personnel.

      (a) Throughout the term of this Agreement,  no less than nine (9) clinical
salespersons,  who shall be full-time  employees  of Global,  shall devote their
full-time best efforts to the performance of the Services  described in subparts
1,  2, 3,  11 and 12 of  Exhibit  A  ("Sales  Services").  If,  as a  result  of
termination  or  resignation,  less  than  nine (9)  clinical  salespersons  are
available on a full-time basis to perform the Sales Services,  then Global shall
use  its  best  efforts  to  hire  a  qualified  replacement  salesperson(s)  as
expeditiously as possible and in the interim,  Global shall utilize the services
of its other personnel to assist in the performance of the Services.

      (b) At all times (unless and until the Acquisition  described in section 8
is  consummated  or as otherwise  described in section  7(b)(ii))  all personnel
performing  the Services shall be employees of Global and Global shall have sole
responsibility  for the payment of their  salaries,  withholding of all federal,
state or local income taxes,  Social Security  taxes,  unemployment  taxes,  and
workers'  compensation  contributions.  All employee  benefits of said personnel
(including  but not limited to annual  vacation  leave,  sick leave,  health and
dental insurance,  disability insurance, pension and 401(k) enrollment) shall be
the sole responsibility of Global.


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<PAGE>

5. Global's Shared Revenue Agreement.

            Simultaneous with the execution of this Agreement, the parties shall
execute the Shared Revenue  Agreement  attached  hereto as Exhibit B which shall
grant Global certain rights (as more fully set forth in said  agreement) to rent
or sell the  Ivivi  Products  in the state of  Maryland,  portions  of  Northern
Virgina, and the District of Columbia.

6. Compensation to Global.

            As total  compensation for the Services  provided by Global to Ivivi
under the terms of this Agreement, the parties agree that Ivivi shall pay Global
the following:

      (a) $45,000 each month  during the term of this  Agreement  (prorated  for
each  partial  calendar  month  during  the term of the  Agreement),  payable in
advance on the first day of each month; and

      (b) subject to the  provisions  set forth in section 7(b), an amount equal
to eighteen  (18%)  percent of the aggregate  amount  invoiced by Global (net of
taxes,  returns and  adjustments) on behalf of and in the name of Ivivi, for the
sale or  rental  of Ivivi  Products  during  the  preceding  month  ("Percentage
Payments").  The Percentage  Payments shall be payable by Ivivi to Global on the
15th day of each month with  respect to  invoices  issued  during the  preceding
month.  In the event that payment has not been received by Ivivi with respect to
an invoice included in the calculation of Percentage Payments within ninety (90)
days of the date of  invoice  ("Bad  Debt"),  Ivivi may  deduct  from any future
payments  due to Global an amount  equal to the  amount of  Percentage  Payments
previously  paid to Global  with  respect to the Bad Debt.  In the event that no
further  payments are due to Global,  then the amount of the deduction  shall be
paid back by Global to Ivivi within  thirty (30) days of the date an invoice for
same is sent by Ivivi to Global.  If such a deduction  (or invoice for  payment)
has been made and  payment on all or a portion  of the Bad Debt is  subsequently
received  by  Ivivi,  then the  amount  so  received  shall be  included  in the
calculation of Percentage Payments to be paid to Global in the subsequent month.

7. Expenses

      (a)  Except as  specifically  set  forth  herein,  Global  shall be solely
responsible for the payment of all expenses,  including travel-related expenses,
in connection with its performance of the Services.  In the event that personnel
of Global  performing the Sales  Services  travel to any locale other than their
assigned sales drivable territory, Ivivi shall reimburse Global (upon receipt of
supporting  documentation)  for all  expenses in  connection  with such  travel,
provided  that Global  will use its best  efforts to control as well as minimize
such expenses.  All approved expenses will be reimbursed by Ivivi to Global on a
twice monthly basis.


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<PAGE>

      (b) Ivivi,  in its  discretion,  may request  that Global hire  additional
personnel  (beyond the amount  designated in section 4) to perform the Services.
If such  additional  personnel  are  hired  then  either:  (i)  Global  shall be
responsible  for the payment of salaries and all related  employee  benefits for
said  additional  personnel and Ivivi shall  reimburse  Global (on such periodic
basis as mutually  agreed at the time by the parties) for said expense;  or (ii)
if Global  elects not to be  responsible  for the  payment of  salaries  and all
related  employee  benefits for said additional  personnel the additional  hires
shall  become  employees  of Ivivi but their  activities  shall be  managed  and
coordinated by Global in accordance  with the provisions of this  Agreement.  If
the additional  personnel that are hired become employees of Ivivi the amount of
Percentage  Payments (as defined in section  6(a)(ii))  with respect to invoices
from accounts within the territories covered by those additional personnel shall
be reduced to five (5%) percent.

8. Option to Acquire Portion of the Business of Global.

      (a) During the 2-year  period  commencing  six (6) months from the date of
the  execution of this  Agreement and ending thirty (30) months from the date of
the  execution  of this  Agreement,  Ivivi  shall  have the  right  (but not the
obligation) to purchase some or all of the assets of Global that are utilized in
the performance of the Services (the "Acquisition").  To exercise this option of
Acquisition, Ivivi shall provide to Global a written notice that: (1) identifies
in  reasonable  detail the assets to be acquired;  (2) the  anticipated  date of
Closing of the  Acquisition  which will not be less than  ninety (90) days after
the date of said written  notice;  and (3) any other terms and conditions of the
Acquisition.  Global  shall  respond  to the  aforesaid  notice  within ten (10)
business days and thereafter the parties shall use their good faith best efforts
to consummate the Acquisition in a timely fashion.

      (b) As consideration for the Acquisition:

            (i) Ivivi shall assume the on-going salary obligations (exclusive of
previously granted but not yet paid bonuses or other incentive  compensation) of
the Global personnel that are performing the Services who will thereafter become
employees of Ivivi; and

            (ii)  Upon   consummation  of  the  Acquisition,   as  part  of  the
consideration  therefore,  Ivivi  shall  grant to Global  an option to  purchase
45,000  shares of the common stock of Ivivi.  The strike price of these  options
shall be $10 per share,  or such other  lower price that is offered to any other
party  at the time of the  acquisition.  All of these  options  shall be  vested
immediately  upon their issuance.  In connection with the grant of these options
Global shall be required to sign a Lock-Up  Agreement  and such other  documents
and  agreements  as  required of other  grantees  of options by Ivivi  and/or as
deemed  necessary and advisable by Ivivi's  board of directors,  legal  counsel,
financial  auditors  and  underwriters  who will be  guided  by  applicable  SEC
guidelines and accounting rules.


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<PAGE>

9. Grant of Stock Options to Yoav Gershoni.  Upon  execution of this  Agreement,
Ivivi shall grant to Yoav  Gershoni  (President of Global) an option to purchase
5,000  shares of the common stock of Ivivi.  The strike  price of these  options
shall be $10 per  share.  One  thousand  (1,000)  of these  options  shall  vest
immediately  upon their grant and the remaining  four thousand  (4,000)  options
shall vest over a five- year period, on the anniversary date of the execution of
this  Agreement,  in equal eight hundred (800) option  increments.  Such vesting
shall be  contingent  upon Yoav  Gershoni  remaining  actively  involved  in the
management of Global and  overseeing  the  performance by Global of its Services
pursuant to this  Agreement.  In connection with the grant of these options Yoav
Gershoni shall be required to sign a Lock-Up  Agreement and such other documents
and  agreements  as  required of other  grantees  of options by Ivivi  and/or as
deemed  necessary and advisable by Ivivi's  board of directors,  legal  counsel,
financial  auditors  and  underwriters  who will be  guided  by  applicable  SEC
guidelines  and  accounting   rules.  All  unvested  options  shall  immediately
terminate,  and be  thereafter  null  and  void,  upon the  termination  of this
Agreement.

10. Restrictive Covenant and Non-Disparagement

            (a) Throughout the term of this  Agreement,  and for a period of two
(2) years after its termination for any reason,  Global,  and its  shareholders,
officers,  directors, and Affiliates, agree that throughout the world they shall
not  market,  distribute,  rent or sell (or be  employed  by,  associated  with,
consult to or enter into a joint venture, services, outsourcing,  partnership or
other commercial  arrangement  with any other Person that markets,  distributes,
rents or sells) any wound closure  device that can  reasonably be deemed to be a
competitive  product to an Ivivi  Product.  The foregoing  restrictive  covenant
shall not apply,  however,  to the  marketing,  distribution,  rental or sale of
specialty  beds,  bariatric  beds and  accessories,  hospital bed frame systems,
intensive care unit beds, and hospital stretchers.


            (b) Throughout the term of this Agreement,  and for a period of five
(5) years after its termination for any reason,  Global,  and its  shareholders,
officers,   directors  and  Affiliates   agree  that  they  shall  refrain  from
disparagement of Ivivi or any of its employees,  directors,  officers, products,
or services to anyone,  including  Ivivi  employees  and any past,  present,  or
prospective  customers  of Ivivi,  in any  manner  likely to be harmful to them,
their business, or their business or personal reputations.

            (c) Global  understands and acknowledges that the provisions of this
section 10 are designed to preserve and are necessary to protect the  legitimate
business  interests,   goodwill  and  other  proprietary   interests  of  Ivivi.
Accordingly,  Global hereby acknowledges that any breach or threatened breach of
the  provisions of this section will result in  irreparable  harm and injury and
continuing  damage  to  Ivivi.  Global  agrees  that in the event of a breach or
threatened breach of the provisions of this section, Ivivi shall be entitled to,
without  limiting  any other  remedies  which  may exist for any  breach of this
section  and  without  bond and  without the  necessity  of showing  damages,  a
temporary restraining order,  preliminary injunction and permanent injunction to
enjoin such breach or threatened  breach; and recover from Global the reasonable
attorneys'  fees and costs incurred by Ivivi in enforcing the provisions of this


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<PAGE>

section 10. Global hereby waives the claim or defense that an adequate remedy at
law for such a breach exists. For any time period that Global is in violation of
this restrictive covenant, such time period shall not be included in calculating
the duration of the  restrictive  covenant set forth in the above  section.  The
parties also agree that the  existence of any claim or cause of action by Global
against Ivivi,  whether  predicated upon this Agreement or otherwise,  shall not
constitute a defense to the  enforcement of the  restrictive  covenant set forth
herein,  but shall be litigated  separately.  All of Ivivi's  Affiliates and all
successors  and  assigns  of Ivivi and all  successors  and  assigns  of Ivivi's
Affiliates are express and intended third-party beneficiaries of the restrictive
covenant set forth in this section. The restrictive covenant is intended for the
benefit  of, and may be  enforced by Ivivi or such  Affiliates,  successors  and
assigns.

11. Termination.

      (a) Either party shall have the right to terminate this Agreement if:

      (i) The  other  party  fails to pay any  amount  owed  hereunder  and such
failure  continues for a period of thirty (30) days or more after written notice
from the other party;

      (ii) There is a material  violation by the other party of any provision of
this Agreement (other than the non-payment of monies) which violation  continues
uncured  for a period of sixty  (60) days or more  after  written  notice to the
other party specifying such violation; or

      (iii) The other party makes an  assignment  for the benefit of  creditors,
files a voluntary petition in bankruptcy,  is adjudicated insolvent or bankrupt,
a  proceeding  is filed  against said party to declare said party a bankrupt and
said  proceeding  is not  dismissed  within  thirty  (30)  days,  or said  party
commences any proceeding under any reorganization,  arrangement, readjustment of
debt or similar law or statute of any jurisdiction.

      (b)  Upon   consummation   of  the   Acquisition,   this  Agreement  shall
automatically terminate.

      (c) Upon  termination of this  Agreement,  all amounts due to either party
prior to the date of termination  shall be paid in a timely manner  according to
the  terms  of this  Agreement  and  thereafter  no  further  payments  shall be
required.

12. Change in Law. Notwithstanding any other provision of this Agreement, if the
governmental agencies (or their  representatives) which administer Medicare, any
other payor, or any other federal,  state or local  government or agency passes,
issues or promulgates any law, rules, regulation, standard or interpretation, or
any court of competent jurisdiction renders any decision or issues any order, at
any time while this Agreement is in effect, which prohibits,  restricts,  limits
or in any way  substantially  changes  the method or amount of  payment  for the
Services rendered under this Agreement, or which otherwise significantly affects


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<PAGE>

either party's rights or obligations  hereunder,  either party may give a notice
of intent to amend  this  Agreement  to the  satisfaction  of both  parties,  to
compensate  for such  prohibition,  restriction,  limitation or change.  If this
Agreement  is not so  amended  in writing  within  fifteen  (15) days after said
notice was given, this Agreement shall terminate as of midnight on the fifteenth
(15th) day after said notice was given.

13.  Confidentiality.  Ivivi and Global shall treat and cause their accountants,
counsel and other representatives  ("Representatives")  to treat as confidential
all  documents  and  information  concerning  each other which are  furnished in
connection with the transactions  contemplated hereby (except to the extent that
such information or documents (i) become generally available to the public other
than as a  result  of  disclosure  by the  party  to whom  such  information  or
documents belongs or pertains,  (ii) become lawfully available to the disclosing
party on a  non-confidential  basis  from a third  party  which is not  under an
obligation of confidentiality to the party to whom such information or documents
belongs or pertains, or (iii) consist of information  independently developed by
the  disclosing  party).  Ivivi and Global  shall not release or  disclose  such
information  or documents  to any persons  other than their  Representatives  as
needed in connection with this  Agreement.  In the event that Ivivi or Global or
their Representatives are requested or required by any federal,  state, local or
foreign governmental or regulatory entity (or any department,  agency, authority
or political  subdivision thereof) to disclose any information,  each party must
first provide to the other prompt notice of any such request or  requirement  so
that the other party may seek an  appropriate  protective  order from a court of
competent  jurisdiction.  If no such  protective  order has been  obtained and a
party is requested  or required to disclose  such  information,  it may disclose
such  information,  provided  that notice of such intended  disclosure  first is
given to the other party.  The  provisions  of this  paragraph 13 shall  survive
termination of this Agreement.

14.  Independent  Contractor.  Nothing  contained  in this  Agreement  shall  be
construed  in any  manner to  constitute  the  creation  of a  partnership  or a
principal  and agent  relationship  between the parties and the parties shall at
all times be and remain  independent  contractors  with  respect to the  subject
matter of this  Agreement.  Any  individuals  furnished by either party shall be
solely that  party's  employees  or agents and shall  remain  under its sole and
exclusive  direction  and control and shall not be  considered  employees of the
other party for any purpose.  Global shall be solely responsible for the payment
or  withholding  of all federal,  state or local income taxes,  Social  Security
taxes,  unemployment  taxes, and other taxes arising from Global's  compensation
hereunder.

15. Indemnification.

(a) Ivivi shall  indemnify and hold Global harmless from and against all claims,
lawsuits,  demands,  damages,  and/or  causes of action  threatened  or asserted
against  Global based on,  arising out of, or related to the negligence of Ivivi
in performing its duties and responsibilities  pursuant to this Agreement or the
breach of any of its duties and responsibilities hereunder.


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(b) Global shall  indemnify and hold Ivivi harmless from and against all claims,
lawsuits,  demands,  damages  and/or  causes of action  threatened  or  asserted
against Ivivi based on,  arising out of, or related to the  negligence of Global
in performing its duties and responsibilities  pursuant to this Agreement or the
breach of any of its duties and responsibilities hereunder.

16. Insurance

(a) During the term of this Agreement,  Ivivi shall maintain at its sole expense
general liability  insurance coverage with limits of $1,000,000 per incident and
$2,000,000 in the  aggregate.  Ivivi shall provide  Global with a certificate or
other  evidence  of such  insurance  simultaneous  with  the  execution  of this
Agreement  and shall  continue  to provide a current  certificate  or other such
evidence  during  the  term of this  Agreement  as  requested  by  Global.  Such
insurance  polices shall name Global as an  additional  insured as its interests
may appear and shall provide that the insurer  shall  furnish to Global  written
notice no less  than ten (10) days  prior to any  termination,  non-renewal,  or
material adverse change in such insurance coverages.

(b) During the term of this Agreement, Global shall maintain at its sole expense
the following  insurance  coverages:  general liability  insurance coverage with
limits of $1,000,000 per incident and $2,000,000 in the aggregate and $5,000,000
of umbrella  coverage.  Global shall provide  Ivivi with a certificate  or other
evidence of such insurance simultaneous with the execution of this Agreement and
shall continue to provide a current  certificate  or other such evidence  during
the term of this Agreement as requested by Ivivi.  Such insurance  polices shall
name  Ivivi as an  additional  insured  as its  interests  may  appear and shall
provide that the insurer shall furnish to Ivivi written  notice no less than ten
(10) days prior to any termination,  non-renewal,  or material adverse change in
such insurance coverage.

17. HIPAA Requirements.

Global agrees to comply with the  applicable  provisions  of the  Administrative
Simplification  section of the Health Insurance  Portability and  Accountability
Act of 1996, as codified at 42 U.S.C.  ss. 1320d through d-8 ("HIPAA"),  and the
requirements  of  any  regulations   promulgated  thereunder  including  without
limitation the federal  privacy  regulations as contained in 45 C.F.R.  Part 164
(the  "Federal  Privacy  Regulations")  and the federal  security  standards  as
contained in 45 C.F.R.  Part 142 (the "Federal  Security  Regulations").  Global
agrees not to use or further  disclose  any  protected  health  information,  as
defined  in  ss.  45  C.F.R.   164.504,  or  individually   identifiable  health
information,  as defined in 42 U.S.C.  ss.1320d  (collectively,  the  "Protected
Health  Information"),  concerning  a patient  other than as  permitted  by this
Agreement and the requirements of HIPAA or regulations  promulgated  under HIPAA
including  without  limitation the Federal  Privacy  Regulations and the Federal
Security Regulations.  Global will implement  appropriate  safeguards to prevent
the use or disclosure of a patient's  Protected Health Information other than as
provided for by this Agreement.  Global will promptly report to Ivivi any use or
disclosure of a patient's  Protected Health Information not provided for by this


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Agreement or in  violation of HIPAA,  the Federal  Privacy  Regulations,  or the
Federal Security Regulations of which Global becomes aware. In the event Global,
with Ivivi's  approval,  subcontracts  with any Person to whom either  Global or
Ivivi provides a patient's  Protected Health  Information,  Global shall include
provisions in such  agreements  whereby the other Person and Global agree to the
same  restrictions  and  conditions  that apply to Global  with  respect to such
patient's Protected Health Information. Global will make its internal practices,
books, and records  relating to the use and disclosure of a patient's  Protected
Health  Information  available to the Secretary of Health and Human  Services to
the  extent  required  for  determining  compliance  with  the  Federal  Privacy
Regulations and the Federal Security Regulations. Notwithstanding the foregoing,
no attorney-client,  accountant-client, or other legal privilege shall be deemed
waived by Ivivi or Global by virtue of this Section.

18. Books, Records and Compliance Requirements

      (a) To the extent the  requirements  of 42 C.F.R.  ss. 420.300 et seq. are
applicable to the transactions contemplated by this Agreement,  Global agrees to
make  available  to the  Secretary  of Health and Human  Services  ("HHS"),  the
Comptroller  General  of the  Government  Accounting  Office  ("GAO")  and their
authorized representatives, all contracts, books, documents and records relating
to the nature and extent of costs  hereunder  until the  expiration  of four (4)
years after any Services are furnished under this Agreement.

      (b) If Global carries out its obligations  under this Agreement  through a
subcontract  worth  $10,000 or more over a twelve  month period with a "related"
organization,  the subcontract will also contain clauses substantially identical
to the  above  paragraph  to  permit  access  by  Global,  HHS,  GAO  and  their
representatives to the "related" organization's books and records.

      (c) Ivivi  shall have the right,  during  normal  business  hours and with
reasonable  advance  written  notice,  to review and photocopy  Global's  books,
documents and records that pertain  directly to the accounts of Ivivi,  the fees
payable to Global  under this  Agreement,  or the  Services  provided  by Global
hereunder.  The audit may be  conducted  by Ivivi  employees  or by an  external
auditing  firm  hired by  Ivivi.  The cost of audit,  including  the cost of the
auditors and reasonable cost of copies of books,  documents and records shall be
paid by Ivivi.

      (d)  Global  represents  and  warrants  to Ivivi that  Global:  (i) is not
currently  and has never been  excluded,  debarred,  or otherwise  ineligible to
participate  in any  federal  health  care  program as defined in 42 U.S.C.  ss.
1320a-7b(f)  (the  "Federal  Healthcare  Programs");  (ii) is not convicted of a
criminal offense related to the provision of health care items or services,  and
(iii) is not under  investigation or otherwise aware of any circumstances  which
may  result  in  Global's  being  excluded  from  participation  in the  Federal
Healthcare Programs. This shall be an ongoing representation and warranty during
the term of this  Agreement,  and Global shall  immediately  notify Ivivi of any
change  in the  status of the  representations  and  warranty  set forth in this
section. Any breach of this section shall give Ivivi the right to terminate this
Agreement immediately for cause with one (1) day prior written notice.


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19.  Assignability.  This contract  cannot be assigned or  transferred by either
party to any other person,  corporation,  association or entity,  in whole or in
part, without the prior written consent of the other.

20. Force  Majeure.  If a party's  obligation  to perform any duty  hereunder is
rendered  impossible of  performance or observance due to an event caused by the
elements, an act of God, war, civil disturbance,  fire or other casualty, strike
or other labor dispute, and/or governmental rule (collectively, a "Force Majeure
Event"),  then said party, for up to three (3) months shall be excused from such
performance or observance;  provided,  however, that the party so prevented from
complying  herewith shall not have caused such Force Majeure  Event,  shall have
used  reasonable  diligence  to avoid such Force  Majeure  Event or mitigate its
effects,  and shall  continue to take all actions  within its power to comply as
fully as possible with the terms of this  Agreement.  Except where the nature of
the Force Majeure  Event shall  prevent it from doing so, the party  affected by
such Force  Majeure Event shall notify the other party in writing as promptly as
practicable  and in any event within five (5) business days after the occurrence
of such  Force  Majeure  Event  and  shall  in  every  instance,  to the  extent
reasonable and lawful under the circumstances, use its best efforts to remove or
remedy such Force Majeure Event with all reasonable dispatch.

21.  Amendments.  This Agreement may be amended and the provisions hereof may be
waived,  provided  that such  amendment  or waiver is set forth in  writing  and
executed by the party against whom enforcement is sought

22. Notices. All notices,  requests,  demands and other communications hereunder
shall be deemed to have been duly given upon  receipt if  delivered in person or
mailed by overnight courier providing confirmation of delivery:

      If to Ivivi, to:    Ivivi Technologies, Inc.
                          224-S Pegasus Avenue
                          Northvale, NJ  07647
                          Attn: President

      If to Global, to:   Global Medical, L.L.C.
                          7184 Troy Hill Drive
                          Suite F
                          Elkridge, Maryland 21075
                          Attn: President

      with a copy to:     Donald Rogers
                          Shulman Rogers
                          11921 Rockville Pike
                          Rockville, MD 20852


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<PAGE>

23.  Governing Law. This Agreement  shall be deemed to have been entered into in
New  Jersey  and,  as such,  shall be  governed  by the laws of the State of New
Jersey.  Exclusive  jurisdiction  with  respect to any dispute  pursuant to this
Agreement shall be in the federal or state courts in Bergen County, New Jersey.

24.  Severability.  If any provision of this Agreement shall be determined to be
illegal or  unenforceable,  the remaining  provisions shall remain in full force
and effect.

25. Counterparts Effectiveness.  This Agreement may be executed in any number of
counterparts  each  of  which  shall  be an  original,  but all of  which  shall
constitute one and the same agreement.

26. Entire  Agreement.  This Agreement  constitutes the entire Agreement between
the parties with respect to the subject  matter hereof and  supersedes all other
prior  agreements  and  understandings  of the parties  hereto,  whether oral or
written, with respect to the subject matter hereof.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed and delivered on the day and year first above written.

      Ivivi Technologies, Inc.


      By:
         -------------------------------



      Global Medical, L.L.C.

      By:
         -------------------------------


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<PAGE>

                                    Exhibit A

Throughout  the term of this  Agreement,  Global  shall use its best  efforts to
diligently provide the following services to Ivivi:

      1) Marketing and Promotion of the Ivivi Products

            o     In performing  this  function,  Global  personnel will utilize
                  Ivivi  business  cards and will use telephone  lines,  mailing
                  addresses and email  addresses  dedicated  solely to the Ivivi
                  Product line. o Global agrees that it and its personnel  shall
                  make no  representations  or warranties of any kind (either in
                  written or verbal form) regarding the Ivivi Products (or their
                  use, efficacy or  specifications) or Ivivi as an entity except
                  for  those  representations  and  warranties  that  have  been
                  approved and authorized in advance by Ivivi.

      2) Clinical Sales Support of the Ivivi Products

            o     Under Ivivi's direction,  the Global clinical sales staff will
                  be responsible  for: making clinical  presentations  regarding
                  the Ivivi Products;  developing roadmaps of customer leads and
                  approaches  to  various   potential   clients  and  customers;
                  maintaining and enhancing  activity with clients and customers
                  of Ivivi.

      3) Management  and Support of Ivivi's  outside sales force,  including its
      nationwide network of independent distributors.

      4) All required data-gathering and reporting in connection with compliance
      with all  regulatory  requirements  that govern  Ivivi's  manufacture  and
      distribution  of  the  Ivivi  Products,   including  but  not  limited  to
      compliance with FDA requirements.

      5) Production  of such  financial  information  and reports as Ivivi deems
      necessary resulting from the other Services provided by Global pursuant to
      the Agreement.  The information and reports shall be in such format as the
      parties shall mutually agree.

      6)  Customer   service  and  support   regarding  the  rental,   sale  and
      distribution of the Ivivi Products on a 365 day a year, 24 hour basis.

      7) Warehousing,  packaging, shipment, delivery, distribution and perpetual
      tracking,   on  a  nationwide  real-time  basis,  of  all  Ivivi  Products
      throughout the United States and Canada.

      8)    Biomedical    service,    preventative    maintenance    and   other
      repair/refurbishment of all Ivivi Products on an as needed basis.


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<PAGE>

      9) Invoicing of all customers (other than insurance companies, home health
      care   companies   and   third-party   payors   (both   governmental   and
      non-governmental) and companies that rent directly to insurance companies,
      home health care companies and third-party payors ) regarding the sale and
      rental of all Ivivi Products.

            o     All  documentation  generated by Global in connection with the
                  distribution, delivery, sale and rental of the Ivivi Products,
                  including  but not limited to invoices,  statements,  purchase
                  orders, inventory control sheets, accounts receivable ledgers,
                  etc., shall be the sole property of Ivivi and the originals of
                  same shall be  promptly  forwarded  to Ivivi,  with copies (as
                  needed) retained by Global.

      10)  Collection  of all amounts owed by customers  (other than home health
      care   companies   and   third-party   payors   (both   governmental   and
      non-governmental)) regarding the sale and rental of all Ivivi Products.

            o     All funds  collected  by Global shall be collected in the name
                  of Ivivi and on behalf of Ivivi. All funds collected by Global
                  on behalf of Ivivi will be deposited  immediately  into either
                  an account(s) under the direct and sole control of Ivivi or in
                  a lockbox  account under the direct and sole control of Ivivi,
                  as directed from time to time by Ivivi.

            o     All  accounts  receivable  and  funds  collected  by Global in
                  connection with the sale or rental of the Ivivi Products shall
                  be the sole  property  of Ivivi  and  Global  shall  keep such
                  accounts  receivable  and funds  free and clear of all  liens,
                  charges,  security  interests and  encumbrances  of every kind
                  except those expressly permitted by Ivivi.

      11) In-service training of customers regarding the use of Ivivi Products.

      12) Training of caregivers, distributors and other outside sales personnel
      regarding the usage of the Ivivi Products.

      13)  Tracking of all trial  evaluations  and  demonstrations  of all Ivivi
      Products.

      14)  Tracking  and   reporting  of  all  amounts  owed  to  outside  sales
      representatives and distributors of Ivivi.


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