Jump Joint Venture








JOINT
VENTURE AGREEMENT




This
JOINT VENTURE AGREEMENT is made as of the 25`h day of
February 2000 by and between BOVIE MEDICAL CORPORATION, a Delaware corporation,
having its principal place of business located at 1700 30th Avenue
North, St. Petersburg Florida 33110 (hereinafter, “BOVIE”) and JUMP AGENTUR FUER
ELEKTROTECHNIK GMBH, a German corporation having its principal place of business
located at Ernst-Abbe Str. 25, 72770 Reutlinger, Germany (hereinafter, “JUMP”).
BOVIE and JUMP are, unless otherwise specifically identified, each referred to
as a “Venturer” and, collectively, the “Venturers.”




WITNESSETH:




WHEREAS, JUMP
and BOVIE
together wish to create a joint venture limited liability partnership to provide
uni-polar low temperature plasma technology for application and use in the
medical industry (the "Technology"), research and funding for the development of
commercially viable surgical and medical products to be manufactured and
marketed for their mutual benefit; and




WHEREAS, pursuant
to the terms hereof, JUMP is the assignee of JUMP Technologies Limited (HK)
which is the registered owner of patents (including the US patent# _________)
for the Technology, and JUMP is granting an exclusive world-wide license to the
joint venture (as hereinafter defined) to produce and market any surgical and
medical devices utilizing the Technology. During the term of the venture, JUMP
shall continue research and development initially for the production of two
commercial prototypes far dermatology and general surgery, the technical
requirements of which shall be agreed upon by the Venturers; and




WHEREAS, BOVIE
shall advance $200,000 to the Partnership to cover costs of further research and
development for the production of two commercial prototypes for dermatology and
general surgery, and shall make available its facilities in Florida for
development, manufacturing and marketing of the products of the joint venture
pursuant to the terms hereof and shall be responsible to expend its best efforts
to secure all necessary financing for the research, development and marketing of
the products estimated to be an amount up to $1,500,000.




NOW,
THEREFORE, in
consideration of the premises and the mutual covenants and conditions herein
contained, the Venturers HEREBY AGREE AS FOLLOWS:





	
      1.
	
      Formation
      of the Venture.







1.1. Formation. The
Venturers do hereby form the joint venture as a limited liability company, for
the purposes hereinafter set forth, under the laws of the State of
Delaware. Each of
the Venturers agrees to execute and file, promptly after the date hereof, with
the appropriate Delaware state and local offices a11 necessary fictitious name
certificates, and all documents necessary to qualify the joint venture to
conduct business in the States of New York and Florida.





	 	
      1.2.
	
      Name.
      The name of the joint venture shall be Unipolar Plasma Technologies. LLC.,
      a Delaware limited liability company (the
"Venture").








	 	
      1.3.
	
      Principal
      Office.
      The principal office of the Venture shall be located at St. Petersburg,
      Florida or at such other location within or without the State of Florida
      as may hereafter be agreed to by the
Venturers.








	 	
      1.4.
	
      Term.
      The term of the Venture shall be from the date hereof until the later of
      (a) February 17, 2020, or (b) such later date as may be mutually agreed
      between the Venturers (the "Term").








	 	
      1.5.
	
      Purposes.
      The purposes of the Venture are to develop, manufacture and market
      uni-polar low temperature plasma products for application and use in the
      medical industry utilizing the Technology for the mutual benefit of the
      Venturers.








	 	
      1.6.
	
      Authority
      of the Venture.
      In order to carry out its purposes consistently with and subject to the
      provisions of the Joint Venture Agreement and all applicable laws, the
      Venture is empowered and authorized to do any and all things necessary,
      appropriate, proper, advisable, incidental to or convenient for the
      performance and accomplishment of its
purposes.








	 	
      1.7.
	
      Authority
      to Grant License.
      JUMP covenants that it is the assignee of the patents for the Technology
      (from JUNM Technologies, Limited (HK), an affiliate) and has full
      authority and right to grant the exclusive license thereto to the
      Venture.








	 	
      1.8.
	
      Grant
      of License.
      JUMP does hereby grant to the Venture for the Term hereof, an exclusive
      worldwide license to develop, manufacture and market any and all surgical
      and medical products utilizing the Technology and the underlying patents
      therefore.








	
      2.
	
      Management
      of the Venture.








	 	
      2.1.
	
      Management.








	 	
      a)
	
      BOVIE
      shall be responsible for the day-to-day management of the manufacturing,
      marketing and financing the Venture and JUMP shall be responsible for
      research and development. All decisions relating to the overall
      management, operations or policies of the Venture shall be unanimously
      agreed to by the Venturers in the manner set forth in Section 2.1(c)
      hereof. Except as provided in the first sentence of this Section 2.1(a)
      and Section 2.1(b) hereof, neither the Venture nor either Venturer shall
      enter into, approve, or commit the Venture to any contract or arrangement
      including, without limitation, any letter of intent or similar document,
      nor incur any obligation or liability including, without limitation, the
      borrowing of funds, without the unanimous approval of the Venturers in the
      manner set forth in Section 2.1(c) hereof.







b) All
Venture funds shall be maintained in such Venture bank accounts as shall be
agreed upon by the Venturers; provided,
however, that
each independent facility created as a part of the Venture shall maintain an
independent bank account. Withdrawals
therefrom in excess of $5,000, unless otherwise specifically provided in an
approved budget, shall be made only upon the joint signature of the Venturers in
the manner set forth in Section 2.1(c) hereof.





	 	
      c)
	
      Exhibit
      A
      hereto designates those persons (“Designees") authorized to act on behalf
      of each Venturer, and each person shall have full authority to act
      individually on behalf of such Venturer. The Designees shall under no
      circumstances be deemed to be general partners or agents of the Venture.
      The Designees shall make all decisions, on behalf of the Venturers,
      regarding the day to day management of the Venture. All decisions of the
      Venture, and all withdrawals from Venture bank accounts, shall be made by
      the written approval of at least one of BOVIE Designees and one of JUMP
      Designees. In the event of a deadlock concerning the overall operation,
      management and policies of the Venture (e.g., BOVIE and JUMP cannot come
      to an agreement on a particular policy concerning the Venture), and after
      having made attempts to reconcile and/or resolve the dispute between the
      Venturers, the deadlock shall be resolved by submitting the dispute for
      resolution to a private alternative dispute resolution ("ADR") firm, the
      costs of which shall be borne equally by the
Venturers.








	 	
      d)
	
      Each
      Venturer may, at its will at any time and from time to time, remove and
      replace any of its Designees by a writing delivered to the other Venturer
      which is signed by at least a majority of the other Designees of the
      Venturer which appointed the replaced Designee or by an executive officer
      of such Venturer.








	 	
      e)
	
      The
      Designees may unanimously delegate to one or more of them (and give any
      such individual a title) the power and authority to conduct various
      activities relating to the business of the Venture, on such terms and
      subject to such conditions as the Designees shall determine, subject
      always to the control of the Designees and the Venturers as set forth
      herein.








	 	
      f)
	
      All
      title to the property held by the Venture shall be held in its Partnership
      name; all business of the Venture shall be effected in its Partnership
      name; all contracts and obligations of the Venture shall be executed in
      its Partnership name; and all monies received by the Venture shall be
      deposited in a bank account or accounts in its Partnership
      name.








	 	
      2.2.
	
      Accountants.
      The independent accountants for the Venture shall be Bloom & Company,
      50 Clinton Street, Suite 502, Hempstead, NY 11550, unless otherwise agreed
      by the Venturers.








	 	
      2.3.
	
      Business
      Plan; Budgets.
      The business plan for the Venture shall be consistent with the purpose of
      the Venture as set forth above in Section 1.5 and shall be prepared and
      implemented by BOVIE in consultation with JUMP; provided,
      however,
      that BOVIE shall be responsible to deliver a written, formal business plan
      to JUMP upon its request. All the budgetary determinations for the Venture
      shall be unanimously made by the Venturers as set forth in Section 2.1 (c
      hereof.








	 	
      2.4.
	
      Confidential
      Information.
      Each of the Venturers and the Designees shall use such confidential
      information as may relate to the Venture only in connection with the
      business of the Venture and for no other purpose, and shall hold all of
      such confidential information strictly confidential. The foregoing
      obligation of confidentiality shall not apply to information which is in
      the public domain of which is already known to the recipient from a source
      not known by the recipient to be under any obligation of confidentiality
      to the disclosing Venturer.








	 	
      2.5.
	
      Future
      Business Opportunities.
      BOVIE and JUMP expressly acknowledge the very limited nature and purpose
      of the Venture as set forth in Section 1.5 and, accordingly, during the
      Term hereof and thereafter, BOVIE and JUMP may pursue any corporate and/or
      business opportunity outside the specific, limited purposes of the Venture
      as herein set forth which shall not conflict with the purposes herein
      expressed.








	 	
      2.6.
	
      Employees;
      Compensation of the Venturers.
      BOVIE shall be compensated for the manufacturing hereunder in an amount
      equal to its costs and JUMP shall be compensated for its costs of research
      and development hereunder in an amount of U$200,000 for the production of
      two commercial prototypes for dermatology and general surgery, and in such
      amounts to be determined by the Venturers for its costs of farther
      research and development for production of other devices than the
      aforementioned two utilizing the Technology. The Venture will have its own
      employees and payroll, and as the Venture develops, it shall hire a
      program manager. Such employees and any persons who perform services for
      the Venture shall be compensated by the Venture in such amounts as may be
      determined by the Venturers; provided,
      however, during
      the initial stages of the Venture, none of the officers, directors and/or
      principal shareholders of either JUMP or BOVLE shall be employed by the
      Venture. As a consequence thereof, except for manufacturing compensation
      to BOVIE and development and research compensation to JUMP, none of such
      persons nor the Venturers shall receive any salaries or other compensation
      for their respective services to and/or on behalf of the
      Venture.








	 	
      2.7.
	
      Key
      Employee.
      JUMP covenants and represents that German Bekker, employee of JUMP shall
      remain employed and available for the duration of research and development
      of the Technology or a minimum of three
years.








	 	
      2.8.
	
      Books,
      Records and Reports; Inspection.
      The Venture shall maintain its own independent books and records, which
      books and records shall be maintained for the Venture by BOVIE. These
      books and records shall be readily available for inspection by either of
      the Venturers upon reasonable advance written notice thereof to the other.
      To the extent of performance of these respective responsibilities
      hereunder, JUMP and BOVIE shall provide each other
      with monthly reports (each a "Reports"
      and, collectively, the “Report”), including status of operations and
      internally prepared financial statements (which shall not be audited or
      prepared by the Venture's independent
accountants).








	
      3.
	
      Capital
      Contributions and Loans








	 	
      3.1.
	
      Initial
      Capital.
      Within 30 days following the execution and delivery of this Agreement by
      each of the Venturers, BOVIE shall advance $200,000 to the capital of the
      Venture to cover costs of JUMP's research and development in Moscow for
      production of two commercial prototypes, and shall make Bovie's
      manufacturing facilities in St. Petersburg, Florida available as needed
      for the development, manufacturing and marketing of the products; and JUMP
      shall contribute an exclusive world-wide license to market and manufacture
      medical devices utilizing the Technology (and consulting services) to the
      Venture (hereinafter, the "Capital
Contributions").








	 	
      3.2.
	
      Additional
      Capital Contributions.
      Any additional capital required by the Venture for the implementation of
      the Business Plan shall be the responsibility solely of BOVIE to expend
      its best efforts to obtain such additional capital up to a total estimate
      of $1,500,000. In the event of such subsequent financing, BOVIE shall be
      repaid the sums previously advanced hereunder in Section 3.1 and BOVIE and
      JUMP each acknowledge, that in the event such financing is equity
      financing, the equity interests of each as specified in Sections 4.2 and
      4.3 below, may be pro-ratedly diluted as a result thereof. The
      determination of the amount of additional capital required by the Venture
      shall be unanimously made by the Venturers, and such additional sums shall
      be used for development, research, marketing and other business purposes.
      JUMP shall not be required to contribute any additional capital,
      provided,
      however,
      that JUMP shall be required to continue its research and development works
      and to provide on-going consulting services to the
  Venture.








	 	
      3.3.
	
      Capital
      Accounts.








	 	
      a)
	
      The
      Venture shall maintain an individual capital account ("Capital Account")
      in the records of the Venture for each Venturer in accordance with this
      Agreement and in accordance with the applicable U.S. Treasury
      Regulations.








	 	
      b)
	
      In
      the event that any interest in the Venture is transferred in accordance
      with the terms of this Agreement, the transferee shall succeed to the
      Capital Account of the transferor to the extent it relates to the
      transferred interest.








	 	
      3.4.
	
      Loans.
      No Venturer shall make any loan to the Venture without the prior written
      consent of the other Venturer to the principal amount thereof, the
      percentage rate of interest payable thereon and the terms of
      repayment.








	
      4.
	
      Profits,
      Losses and Distributions.








	 	
      4.1.
	
      Fiscal
      Year.
      The fiscal year of the Venture shall end on December 31st of
      each year, including the year in which operations are
      commenced.








	 	
      4.2.
	
      Allocation
      of Income, etc.
      BOVIE and JUMP shall each have a fifty percent (50%) interest in each item
      of Venture income, gain and credit as determined by the Venture's
      regularly retained accountants, and in the assets of the Venture;
      provided, however,
      that to the extent losses have been specially allocated pursuant to the
      proviso in Section 4.3 hereof, subsequent allocations of income and gain
      in the same amount shall be specially allocated to the Venturer who
      received a special allocation of losses.








	 	
      4.3.
	
      Allocation
      of Losses etc.
      BOVLE and JUMP shall each have a fifty percent (50%) interest in
      each item of Venture loss or deduction as determined by the Venture's then
      regularly retained accountants, and in the debts, liabilities and
      obligations of the Venture; provided, however,
      that losses attributable to debt for which a Venturer has the economic
      risk of loss shall be specially allocated to such
  Venturer.







4.4. Determination
of Income Losses etc. At the
end of each of the Venturer's fiscal years, and as of the end of such interim
accounting periods as the Venturers may both agree, the allocable share of each
Venturer in each item of Venture income, gain, credit, loss or deduction for
such accounting period shall be determined. Such items shall be credited or
debited, as the case may be, to the capital account of each
Venturer.





	 	
      4.5.
	
      Distributions.
      Distributions by the Venture shall be made quarterly to the extent
      practicable in the following priority:








	 	
      a)
	
      To
      the payment of debts, obligations and liabilities of the Venture
      (including, without limitation, any and all loans made to the Venture by
      third parties);








	 	
      b)
	
      To
      the setting up of any reserves which the Venturers deem reasonably
      necessary for contingent or unforeseen liabilities or obligations of the
      Venture;








	 	
      c)
	
      To
      the repayment of any unreimbursed out-of-pocket and/or overhead expenses
      incurred by either Venturer in accordance with this
    Agreement;








	 	
      d)
	
      To
      the repayment of any loans made to the Venture by any
      Venturer;








	 	
      e)
	
      To
      the extent that there is any surplus remaining after making
      payments/reserves for the Venture in accordance with Section 5(a) through
      (d) above, then the Venture shall make a preferred distribution to BOVIE
      and JUMP in the amount of such surplus on each anniversary of the date
      hereof, and at such other times as the Venturers shall agree, to each
      Venturer in accordance with its interest in the Venture set forth in
      Section 4.2 hereof; and







f) Upon
termination of the Venture, to the Venturers, in an amount equal to each
Venturer's positive balance in its capital account. 





	
      5.
	
      Transfer
      of Interests.








	 	
      5.1.
	
      Permitted
      Transfers,








	 	
      a)
	
      Either
      Venturer without the consent of the other Venturer may, after thirty (30)
      days' prior written notice to the other Venturer, transfer and assign all
      of its interest in the Venture to an entity controlled by or under common
      control with the assigning Venturer.








	 	
      b)
	
      Notwithstanding
      any assignment as set forth above, the assigning Venturer shall not be
      relieved of any of its liabilities or obligations to the Venture or the
      other Venturer.








	 	
      5.2.
	
      Consent
      Required.
      Except as otherwise permitted or required in this Agreement, neither
      Venturer nor any assignee or successor in interest of either Venturer,
      without the prior written consent of the other Venturer, shall sell,
      assign, give, pledge, hypothecate, encumber or otherwise transfer its
      interest in the Venture, or in any part thereof, or in all or any part of
      the assets of the Venture.








	
      6.
	
      Termination
      and Dissolution.








	 	
      6.1.
	
      Dissolution
      or Merger.
      Except as otherwise permitted in Section 5.1 above, neither Venturer shall
      dissolve or merge with or consolidate into a corporation or other legal
      entity, or transfer all or substantially all of its assets, without the
      prior consent of the other Venturer.








	 	
      6.2.
	
      Bankruptcy,
      etc. In the event that:








	 	
      a)
	
      either
      Venturer shall file a voluntary petition in a bankruptcy or shall be
      adjudicated a bankrupt or seek any reorganization, rearrangement,
      composition, readjustment, liquidation, dissolution or similar relief for
      itself under the present or any future Federal bankruptcy act or any other
      present or future applicable Federal, state or other statute or law
      relative to bankruptcy, insolvency or other relief for debtors, or shall
      seek or consent to or acquiesce in the appointment of any trustee,
      receiver, conservator or liquidator of said Venturer or its interest in
      the Venture (the term "acquiesce" includes but is not limited to the
      failure to file a petition or motion to vacate or discharge any order,
      judgment or decree providing for such appointment within twenty (20) days
      after the appointment); or








	 	
      b)
	
      a
      court of competent jurisdiction shall enter an order, judgment or decree
      approving a petition filed against either Venturer seeking any
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under the present or any future Federal
      bankruptcy act or any other present or future applicable Federal, state or
      other statute relating to bankruptcy, insolvency or other relief for
      debtors, and said Venturer shall acquiesce in the entry for such order,
      judgment or decree (the "acquiesce" includes but is not limited to the
      failure to file a petition or motion to vacate or discharge such order,
      judgment or decree within 20 days after the entry of the order, judgment
      or decree) or such order, judgment or decree shall remain unvacated and
      unstayed for an aggregate of 90 days (whether or not consecutive) from the
      date of entry thereof, or any trustee, receiver, conservator or liquidator
      of said Venturer, or of all or any substantial part of said Venturer's
      properly or its interest in the Venture shall be appointed without the
      consent or acquiescence of said Venturer and such appointment shall remain
      unvacated and unstayed for an aggregate of 60 days (whether or not
      consecutive); or








	 	
      c)
	
      either
      Venturer shall admit in writing its inability to pay its debts as they
      mature; or








	 	
      d)
	
      either
      Venturer shall give notice to any governmental body of insolvency or
      pending insolvency, or suspension or pending suspension of
      operations;








	 	
      e)
	
      either
      Venturer shall make a general assignment for the benefit of its
      creditors or
      take any other similar action for the protection or benefit of creditors;
      then such event shall, at the option of the other Venturer, cause a
      dissolution of the Venture and such other Venturer shall be the
      Liquidating Venturer. Such other Venturer shall have 60 days after it
      receives notice of an event described in this Section to exercise its
      option to dissolve the Venture.







6.3. Negation
of Right to Dissolve by Singular Act of Venturer. Except as
otherwise herein set forth, neither Venturer acting alone shall have the right
to terminate this Agreement or dissolve the Venture by its express will or by
withdrawal without the consent of the other Venturer. This Joint Venture
Agreement may be terminated at any time upon the written consent of both
Venturers. Upon any dissolution occurring by operation of law or caused by the
express will or withdrawal of one of the Venturers in contravention of this
Agreement, the Venturer not causing the dissolution shall be the
liquidator.





	 	
      6.4.
	
      Winding
      Up bv Venturers.
      Upon dissolution of the Venture by expiration of the Term hereof, by
      operation of law, by any provision of this Agreement, or by agreement
      between the Venturers, the Venture's business shall be wound up and all
      its assets distributed in liquidation. In such dissolution, except as
      otherwise herein provided, the Venturers shall be co-liquidating Venturers
      and shall continue to act jointly and shall proceed to cause the
      Venturer's property to be sold and distribute the proceeds of sale as
      herein provided. Except in respect of any assets which the Venturers shall
      determine are not readily severable or distributable in kind, the
      Venturers, to the extent that liquidation of such assets is not required
      to fulfill the payments, if any, under Section 4.5 hereof, shall have the
      right to distribute, in kind, all or any portion of the assets of the
      Venture to the Venturers pro-rata in accordance with their respective
      interests in the Venture as set forth in Section 4.2
    hereof.








	 	
      6.5.
	
      Winding
      up by Liquidating Venturer.
      In a dissolution by the Liquidating Venturer pursuant to the terms hereof.
      such Liquidating Venturer shall have the sole right to wind up the Venture
      in its discretion and cause the Venture's assets to be sold and the
      proceeds of any such sale distributed as required by this
      Agreement.








	 	
      6.6.
	
      Orderly
      Liquidation. A
      reasonable time shall be allowed for the orderly liquidation of the assets
      of the Venture and the discharge of liabilities to creditors so as to
      enable the Venturers to minimize the losses normally attendant upon a
      liquidation.








	
      7.
	
      Notices.








	 	
      7.1.
	
      In
      Writing; Address.
      All notices provided for in this Agreement shall be in writing and shall
      be given by hand delivery or by a mailing by United States, Express,
      Registered or Certified Mail, postage pre-paid, return receipt requested,
      or Federal Express or similar overnight courier, to the address set forth
      below or to such other address as either of the Venturers may hereafter
      specify in writing: 





	
      To:
       BOVIE

	
      734
      Walt Whitman Road, Suite 207

	
      Melville,
      NY 11747

	 
	
      Att:
      Andrew Makrides 

	
      Fax
      No. 5 16 /421 5821

	 
	
      To: JUMP
      Agentur Fur Elektrotelrnik GmbH 

	
      Earnst-Abbe
      Str. 25

	
      72770
      Reultinger

	
      Germany

	 
	
      Att:
      Soo In Kim

	
      Fax
      No. +49 7121 578888








	 	
      7.2.
	
      Copies. A
      copy of any notice, service of process, or other document in the nature
      thereof, received by either Venturer from anyone other than the other
      Venturer, shall be delivered by the receiving Venturer to the other
      Venturer as soon as practicable.








	
      8.
	
      Certain
      Representations.
      Each
      Venturer, by its execution of this Agreement, and each assignee or
      transferee of a Venturer's interest in the Venture by acceptance of the
      rights and interests of his assignor or transferor in the Venture,
      represents and warrants to and covenants and agrees with the Venture and
      the Venturers as follows:





	 	
      a)
	
      Such
      person is to acquire its interest in the Venture for such person's own
      account, and for investment purposes and not with a view to, or for sale
      in connection with, any unlawful distribution thereof, nor with any
      present intention of distributing or selling such
  interest.








	 	
      b)
	
      Such
      person will not transfer, sell, hypothecate or assign any interest in the
      Venture in the absence of an opinion of counsel satisfactory to the other
      Venturer that such does not violate the registration provisions of any
      applicable securities law, state or
Federal.








	 	
      c)
	
      Such
      person will not transfer, sell, hypothecate or assign any interest in the
      Venture such as would cause termination of the Venture for Federal income
      tax purposes, except as herein otherwise permitted or
      required.








	
      9.
	
      General.








	 	
      9.1.
	
      Authority.
      No Violation.
      Each Venturer hereby represents and warrants to the other that it has full
      power and authority to enter into this Agreement, and that neither the
      execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will (a) violate any provision of the
      Articles or Certificate of Incorporation or By-Laws of such Venturer; (b)
      violate any provision of any agreement to which such Venturer is a party
      or is subject; or (c) be in conflict with or constitute a default (or an
      event which, with notice or lapse of time or both, would constitute a
      default) under or result in the termination of, or accelerate any
      performance required by, or cause the acceleration of the maturity of any
      debt or obligation pursuant to, or result in the creation or imposition of
      any security interest, lien or other encumbrance upon any property or
      assets of such Venturer under, any agreement or commitment to which it is
      a party or by which it is bound, or to which its property is subject, or
      violate any statute or law or any judgment, decree, order, regulation or
      rule of any court or governmental authority. The Venturers and the Venture
      shall be responsible or liable only for indebtedness, liabilities or
      obligations incurred in the furtherance of the Venture's purposes in
      accordance with the provisions of this Agreement, and each Venturer hereby
      indemnifies and agrees to hold the other Venturer harmless from any
      obligations and/or indebtedness not so
incurred.








	 	
      9.2.
	
      Entire
      Agreement; etc.
      This Agreement contains all of the understandings and agreements of
      whatever kind existing between the parties hereto (and their affiliates)
      with respect to the subject matter hereof and supersedes all prior
      negotiations, whether written or oral, between the parties and their
      affiliates. This Agreement shall be binding upon and inure to the benefit
      of the parties hereto and, except as otherwise herein set forth, their
      respective successors and assigns. This Agreement may not be amended,
      altered
      or modified except by a written instrument signed by all of the parties
      hereto. This Agreement shall be governed by and construed in accordance
      with the laws of the State of [Connecticut), without regard to principles
      of conflicts of laws.








	 	
      9.3.
	
      Access.
      Each of the Venturers shall have full and complete access to all of the
      books, records and information pertaining
      to the Venture and to its operations and affairs. Each Venturer may at its
      option and its own expense, conduct internal audits of the books, records
      and accounts of the Venture.








	 	
      9.4.
	
      Public
      Announcements. No
      public announcements with regard to the Venture, the Ventuters, or its or
      their activities, shall be made except upon the approval of both
      Venturers.








	 	
      9.5.
	
      Tax
      Returns; etc.
      The Venture shall be treated and shall file its Federal, state and local
      tax returns as a partnership, and each Venturer shall use its best efforts
      to cause the partnership to maintain its status as a partnership for tax
      purposes. BOVIE shall be the "Tax Matters Partner" for purposes of the
      Internal Revenue Code. Should there be any question or controversy with
      the Internal Revenue Service or other tax authorities involving the
      Venture, the Venture may incur any expense which it deems necessary or
      advisable in the interest of the Venturers in connection with any such
      question or controversy, including professional fees and costs of any
      protests, litigation and/or appeals. The Tax Matters Partner shall not
      have the authority to pay the tax on any claimed deficiency and then
      institute a proceeding for a refund of such tax payment, without having
      first obtained the written consent of the other Vcnturar to such action.
      The out-of-pocket expenses of the Tax Matters Partner reasonably incurred
      in the performance of its duties hereunder shall be reimbursed in
      accordance with the provisions of this Agreement. Both Vcnturets shall
      have agreed to and signed any tax return of the Venture prior to the
      filing of such tax return.








	 	
      9.6.
	
      Additional
      Documents and Acts.
      In connection with this Agreement, as well as all transactions
      contemplated by this Agreement, each Venturer agrees to execute and
      deliver such additional documents as may be necessary or appropriate to
      effectuate, carry out and perform all of the terms, provisions and
      conditions of this Agreement, and all such
transactions.







IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


	
       

      BOVIE
      MEDICAL CORPORATION

	 
	
      By:/s/
      Andrew Makrides

	 
	
      Name:
      Andrew Makrides

	
      Title:
      President, Chief Executive Officer

	 
	 
	
      A
      Duly Authorized Signatory

	 
	 
	 
	
      JUMP
      Agentur Fur Elektrotechnik GmbH

	 
	
      By:/s/
      German Bekker

	
      Name:
      German Bekker

	
      Title:
      Director

	
      A
      Duly Authorized Signatory 











SCHEDULE
A



Bovie
Medical Corporation Designees:

Moshe
Citronowicz

Andrew
Makrides







JUMP
Agentur fur Elektrotechnik GmbH Designees:

Soo In
Kim

German
Bekker