Exhibit 10.7

                                    AGREEMENT

THIS  AGREEMENT  is made and  entered  into this 15th day of August  2001 by and
between ADM Tronics Unlimited,  Inc. ("ADM") and Sonotron Medical Systems,  Inc.
("SMS"), Vet-Sonotron Systems, Inc. ("VET"), Enviro-Pack Development Corporation
("Enviro"),  AA Northvale Medical Associates,  Inc. ("AAN"),  Precision Assembly
Corporation  ("PAC"),  Pegasus  Laboratories,  Inc.  ("PL")  and  Immuno-Therapy
Corporation  ("ITC")  (SMS,  VET,  Enviro,  AAN,  PAC,  PL and ITC  collectively
referred to herein as "The Subsidiaries").

                                   WITNESSETH

WHEREAS,  ADM  is the  parent  corporation  to The  Subsidiaries  and  has  been
providing  numerous  services  to The  Subsidiaries  related to  administrative,
marketing,  sales,  manufacturing  and other  functions  since each  individuals
subsidiary's inception, and

WHEREAS,  in addition to the  services  ADM has  allocated a portion of its real
property  facilities to The  Subsidiaries  for use by The  Subsidiaries  for the
conduct of each of their respective businesses, and

WHEREAS,  The Subsidiaries  desire to have ADM continue to provide such services
and  allocate a portion of its real  property  for The  Subsidiaries  and ADM is
desirous of continuing to provide such services and allocate such portion of its
real  property  to The  Subsidiaries  and to  memorialize  such  agreement  in a
writing.

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  provide  services  to The  Subsidiaries  under the terms and
conditions  hereafter recited.  Such services shall include,  but not be limited
to,  managerial  and  administrative  services;  marketing  and sales  services;
clerical and  communication  services;  maintaining  a checking  account for the
deposit of funds  received  and the  writing of checks;  maintaining  accounting
records; and other services in the normal course of business (the "Services").

      2. The  Subsidiaries  shall pay ADM for such  Services on a monthly  basis
pursuant to an allocation amount to be determined by ADM based upon a portion of
its applicable  costs plus any direct invoices from third parties  specific to a
particular  subsidiary's  activities.  The schedule of such allocation  shall be
adjusted  monthly based upon a reasonable  estimate of such  allocation  made by
ADM.

      3. With  respect  to the use of real  property,  ADM shall  determine  the
amount of space  allocated to each subsidiary on a monthly basis for both office
and  non-office  space and The  Subsidiaries  shall  reimburse ADM for the lease
costs, real property taxes and related costs for such portion of both office and
non-office space.


<PAGE>

      4. 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
created.

      5. 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.

      6. This Agreement  supercedes any previous  agreements between the parties
hereto, whether written, oral or by practice.

In  confirmation  of the  foregoing,  the  parties  hereto  have  executed  this
Agreement as of the day and year first above written.


                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     ADM Tronics Unlimited, Inc.

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     Sonotron Medical Systems, Inc.

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     Vet-Sonotron Systems, Inc.

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     AA Northvale Medical Associates, Inc.

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     Enviro-Pack Development Corporation

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     Precision Assembly Corporation

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     Pegasus Laboratories, Inc.

                                                  /s/ Andre' DiMino
                                     -------------------------------------
                                     Immuno-Therapy Corporation


                                       2
<PAGE>

                                 FIRST AMENDMENT
                                       TO
                          MANAGEMENT SERVICES AGREEMENT

This FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this "Amendment"),  dated
February  10,  2005,  is by and among ADM Tronics  Unlimited,  Inc.,  a Delaware
corporation  ("ADM"),  Sonotron  Medical Systems,  Inc., a Delaware  corporation
("SMS"), Ivivi Technologies, Inc., a New Jersey corporation formerly known as AA
Northvale Medical Associates,  Inc.("Ivivi"),  and Pegasus Laboratories, Inc., a
New Jersey corporation ("PL").  Capitalized terms used but not otherwise defined
herein shall have the meanings  given to such terms in the  Management  Services
Agreement (as defined below).

WHEREAS, ADM, SMS, Ivivi, PL, Vet-Sonotron  Systems,  Inc. ("VET"),  Enviro-Pack
Development Corporation  ("Enviro"),  Precision Assembly Corporation ("PAC") and
Immuno-Therapy  Corporation ("ITC") entered into a management services agreement
on August 15, 2001 (as amended,  supplemented or otherwise modified from time to
time, the "Management Services Agreement");

WHEREAS,  in  April  2003,  the  operations  of VET,  Enviro,  PAC and ITC  were
transferred from ADM to Ivivi;

WHEREAS,  ADM,  SMS,  Ivivi  and PL  desire  to amend  the  Management  Services
Agreement to, among other  things,  set forth the procedure by which the monthly
dollar  amount  payable  by each of SMS,  Ivivi  and PL to ADM for its  services
thereunder is determined;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto hereby agree as follows:

Section 1. Amendments to Management Services  Agreement.  As of the date hereof,
the Management Services Agreement is hereby amended as follows:

            (a) The introductory  sentence of the Management  Services Agreement
is hereby amended by deleting the parenthetical "(SMS, VET, Enviro, AAN, PAC, PL
and ITC collectively,  referred to herein as "The  Subsidiaries")" and replacing
such parenthetical with "(SMS, Ivivi and PL are collectively  referred to herein
as the "Subsidiaries")."

            (b)  Paragraph  2 of the  Management  Services  Agreement  is hereby
amended and restated in its entirety as follows:

                  "2.  Each  Subsidiary  shall  pay ADM for such  Services  on a
                  monthly  basis in an amount to be mutually  determined  by ADM
                  and such Subsidiary  based upon a portion of ADM's  applicable
                  costs plus any direct invoices from third parties  specific to
                  such Subsidiary's activities for such month."

            (c)  Paragraph  3 of the  Management  Services  Agreement  is hereby
amended and restated in its entirety as follows:


                                       3
<PAGE>

                  "3.  With  respect  to  the  use  of  real  property  by  each
                  Subsidiary,  ADM and such Subsidiary shall mutually  determine
                  the amount of space  allocated to such Subsidiary on a monthly
                  basis for both office and non-office space and such Subsidiary
                  shall  reimburse ADM for the lease costs,  real property taxes
                  and  related  costs  for  such  portion  of  both  office  and
                  non-office space."

            (c) The  phrase  "The  Subsidiaries,"  each time it  appears  in the
preamble and Sections 1, 4 and 5 of the Management  Services Agreement is hereby
deleted and replaced with the phrase "the Subsidiaries."

      Section 2.  Representations  and  Warranties.  Each of the parties to this
Amendment hereby represents and warrants to the other that:

            (a) the execution,  delivery and performance by it of this Amendment
and  the  taking  by it of all  actions  contemplated  thereby  are  within  its
corporate  powers,  have been duly authorized by all necessary  corporate action
and do not  contravene  (i) its  charter or  by-laws  or similar  organizational
documents,  or  (ii)  any  law  or any  contractual  restriction  binding  on or
affecting any such entity;

            (b) no authorization,  approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required (other
than those which have been given or made) for the due  execution,  delivery  and
performance  by it of this  Amendment  or for  the  taking  by it of any  action
contemplated hereby to be taken by it; and

            (c)  this  Amendment   constitutes  the  legal,  valid  and  binding
obligation of it enforceable  against it in accordance with its terms, except as
such   enforceability   may   be   limited   by  (i)   bankruptcy,   insolvency,
reorganization,  moratorium  or similar  laws  relating  to the  enforcement  of
creditor's rights in general.

      Section 3. Miscellaneous.

            (a) This  Amendment  and the rights and  obligations  of the parties
hereunder  shall be governed by, and construed in accordance  with,  the laws of
the State of New Jersey.

            (b) This Amendment may be executed in several counterparts,  each of
which shall be an original  and all of which  shall  constitute  but one and the
same instrument.

            (c) This  Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any provision of the Management Services
Agreement.  Except as otherwise provided herein, all terms and conditions of the
Management  Services Agreement and all rights and obligations  thereunder of the
parties thereto shall remain in full force and effect.

            (d) This  Amendment  amends  the  terms of the  Management  Services
Agreement  and  shall be deemed to form a part of,  and  shall be  construed  in
connection  with and as part of, the Management  Services  Agreement for any and
all purposes. Any reference to the Management Services Agreement,  following the
execution  and delivery of this  Amendment,  shall be deemed a reference to such
Management Services Agreement as hereby amended.


                                       4
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized,  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

                                           PEGASUS LABORATORIES, INC.



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