Exhibit 10.61

                             Vendor Supply Agreement

THIS VENDOR SUPPLY  AGREEMENT  ("Agreement")  is entered into this ______ day of
___________,  2001, by and between  Oasis@Work  ("Vendor"),  having its business
address at 3665 Bee Ridge Road, Suite 300, Sarasota,  Florida, 34233 and DeRoyal
Industries,  Inc.  ("DeRoyal"),  a Tennessee  corporation,  having its  business
address at 200 DeBusk Lane, Powell, Tennessee, 37849.

WHEREAS, Vendor has agreed to manufacture and sell to DeRoyal Product as defined
herein and subject to Section 5.1, will manufacture and supply Product, on a
non-exclusive basis for DeRoyal; and

WHEREAS DeRoyal desires to purchase Product from Vendor to be marketed,
distributed, and sold by DeRoyal.

NOW THEREFORE in consideration of the terms, covenants, conditions, promises,
provisions and agreements set forth herein, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

1. PRODUCT

1.1 "Product" shall mean the  SutureMate(r)  (U.S.  Patent No.  4,969,893) which
DeRoyal shall purchase from Vendor.

1.2 DeRoyal shall provide  purchase  orders ("PO") for purchases of the Product.
Vendor shall  manufacture the Product in quantities  designated by DeRoyal.  For
the initial order, Product shall be shipped within seven (7) weeks of receipt of
a valid PO from DeRoyal;  thereafter,  Product shall be shipped  within five (5)
weeks of receipt of a valid PO from DeRoyal  ("Lead  Time").  DeRoyal will issue
POs  adhering  to the Lead  Time.  However,  should an order be  requested  from
DeRoyal which  requires less time to deliver  Product to DeRoyal than the agreed
Lead Time,  Vendor  will do its best to fill such order  within  that  requested
time.

1.3 At the sole discretion of DeRoyal,  failure to ship within the Lead Time set
forth in Section  1.2 shall be  considered  a  material  breach and shall not be
subject to the cure provisions set forth in Sections 3.2 and 3.3. Should DeRoyal
decide to continue this Agreement,  Vendor shall expedite such late orders using
an air carrier,  and shall be responsible  for all freight  charges and expenses
incurred from such shipment.

1.4  DeRoyal  relies  upon Vendor to provide  first  quality  Product to fulfill
DeRoyal's customers'  expectations for quality and timeliness.  The Product will
conform to the  specifications  as forth on Exhibit C. Should any portion of any
shipment  not  conform  to  those  specifications,  DeRoyal,  may  at  its  sole
discretion, refuse to accept the entire shipment or may

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refuse to accept only those  portions of the  shipment  which fail to conform to
the specifications.

1.5 Vendor  certifies  that the Product  shall be free from any latex  materials
including any packaging or labeling materials.

1.6 For the term hereof,  DeRoyal agrees to purchase and Vendor agrees to supply
DeRoyal's requirements of the Product in non-sterile bulk.

1.7 DeRoyal shall require  marketing  support and assistance  from Vendor and/or
Dr.  Michael Swor during the term of this  Agreement,  including but not limited
to, the following provisions:

(a) guidance to literature and advertising layouts
(b) access to relevant studies
(c) copyright permission on any articles, videos, and any other publications (d)
packaging,  labeling,  and  instructions  for use (e) trade shows  assistance as
mutually  agreed  upon by the  parties  (f)  market  research  data (g)  current
customers' lists (h) other relevant marketing assistance

1.8 Vendor shall notify DeRoyal with thirty (30) days' advance written notice of
any and all Product, packaging, labeling, and/or processing changes. Any changes
that include  latex  materials  shall be  considered  a material  breach of this
Agreement as set forth in Sections 3.2 and 3.3 below.  Should Vendor not be able
to cure  this  material  breach  as set  forth in  Section  3.3,  DeRoyal  shall
terminate this Agreement.

1.9 Tuthill Plastics Group in Clearwater,  Florida will manufacture the Product.
In  the  event  that  Vendor  shall  consider  the  appointment  of  an  another
manufacturer  to produce  the  Product  during  the term  hereof,  Vendor  shall
communicate  all relevant  terms and  conditions of such  appointment to DeRoyal
within sixty (60) days of the  determination of such  appointment.  Vendor shall
also not substitute manufacturers without the prior written approval of DeRoyal.
Vendor agrees to communicate  such  utilization of a substitute  manufacturer to
DeRoyal ninety (90) days before such substitution is implemented.

2. PRICING

2.1 Vendor  will  invoice  DeRoyal on or after the actual  shipment  date of the
Product.  DeRoyal will pay Vendor the amounts set forth in the invoice.  Payment
terms shall be five percent (5%) thirty (30) days, net forty-five (45) days from
the date of the invoice.

2.2 The price of the Product shall be based on the following cumulative volumes:



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Unit Volume
Price per Unit
 0 - 15,000
$2.25
15,001 - 25,000
$2.00
25,001 and above
$1.25

Subject to  Sections  2.3 and 2.4,  the prices of the  Product  shall  remain in
effect for three (3) years from the  Effective  Date.  For the  purposes of this
Agreement,  "Effective  Date" shall mean the date first above  written.  DeRoyal
shall review prices  annually  beginning  one (1) year from the Effective  Date.
Should DeRoyal determine that prices need to be decreased,  such price decreases
shall be agreed upon by both parties.

2.3  Vendor  warrants  that the  prices,  payment  terms,  and  other  terms and
conditions  for the Product  covered under this Agreement are not less favorable
than the  prices,  payment  terms,  or other  terms and  conditions  offered  to
Vendor's most favored  customer for like Product or similar  quantities.  Should
Vendor offer any of its other customers more favorable prices, payment terms, or
other terms and conditions for substantially  comparable  Product and quantities
during the term of this  Agreement,  Vendor shall  extend such  prices,  payment
terms, or other terms and conditions to DeRoyal. Vendor shall credit DeRoyal for
any  reductions  in  price of the  Product  within  thirty  (30)  days  from the
effective date of the price reduction.

2.4  Throughout  the Initial Term and any  subsequent  renewal  periods,  Vendor
agrees to engage in cost-reduction  savings that it agrees to convey to DeRoyal.
Vendor agrees that a minimum of five percent (5%) of such cost-reduction savings
shall be passed to DeRoyal in the form of a price  decrease above and beyond any
reductions  as outlined in Section 2.2 and 2.3.  Vendor  shall convey such price
reduction  savings to DeRoyal within thirty (30) days after being established by
Vendor.

2.5 In the event that this Agreement is terminated due to a material breach or a
non-curable  breach caused by Vendor as set forth  herein,  DeRoyal shall not be
responsible  for (i) any  inventory on hand held by Vendor,  (ii),  (ii) Product
ordered by DeRoyal,  but not yet  delivered,  or (iii) any Product in transit to
DeRoyal.  Any Product that is in transit to DeRoyal shall be returned by DeRoyal
to  Vendor  at  Vendor's  expense.  However,  should  any  material  breach or a
non-curable  breach be caused  by  DeRoyal,  DeRoyal  shall be  responsible  for
purchasing all inventory as set forth in Section 4.5 above.

3. TERM/TERMINATION

3.1 The term of this  Agreement  shall be for three (3) years from the Effective
Date ("Initial Term"). Thereafter, this Agreement shall be automatically renewed
for  additional  one (1) year periods,  unless either  DeRoyal  terminates  this
Agreement with ninety (90) days advance written notice to Vendor as set forth in
Section 3.4 or as provided herein.


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3.2 Either party may terminate this Agreement for the other's material breach of
this  Agreement,  but only after the breaching  party is given thirty (30) days'
written  notice  of the  material  breach by the  other  party,  and is given an
opportunity to cure the material breach within such time period.

3.3 If the breach is curable,  and is timely cured within thirty (30) days after
such notice,  the Agreement will continue in full force and effect. In the event
the breaching party does not timely cure a curable  breach,  or if the breach is
non-curable,  then this  Agreement  will  terminate  upon the  expiration of the
thirty (30) days.

3.4 During the Initial Term or any  subsequent  periods,  DeRoyal may  terminate
this  Agreement  without cause with ninety (90) days advance  written  notice to
Vendor.

3.5 Upon termination of this Agreement by DeRoyal,  DeRoyal shall be responsible
for taking delivery of any inventory  ordered by DeRoyal,  but not yet delivered
and making payment in accordance with the terms set forth herein.

4. DELIVERY OF PRODUCT

4.1 All  Product  shall be shipped  from the  Tuthill  Plastics  Group  facility
located at Clearwater,  Florida.  Vendor shall not substitute facilities without
the prior written  approval of DeRoyal.  Vendor agrees that the utilization of a
substitute  plant shall not result in additional  charges or costs to DeRoyal of
any nature,  including  transportation  and distribution  charges or costs. Such
additional  charges  or costs  shall be the  responsibility  of  Vendor,  unless
DeRoyal  agrees in advance by  written  notice to Vendor to pay such  charges or
costs.

4.2 Payment of all freight charges will be the responsibility of DeRoyal as long
as Vendor uses the common  carriers  selected by  DeRoyal.  Should  Vendor use a
common carrier not selected by DeRoyal,  Vendor shall be responsible for payment
of freight charges  associated  with such shipment  unless DeRoyal  approved the
common  carrier prior to such  shipment.  The risk of loss shall pass to DeRoyal
upon delivery to and acceptance of the Product by DeRoyal.

4.3 The Product shall conform to the product quality specifications  provided to
Vendor  by  DeRoyal  set  forth  in  the  attached  Exhibit  B and  the  product
specifications  set forth in Exhibit C.  Should any  portion of any  shipment to
DeRoyal  not  conform  to  those  specifications,   DeRoyal  may,  at  its  sole
discretion,  refuse to accept the entire  shipment  or may refuse to accept only
those portions of the shipment which fail to conform to the specifications.  The
risk of loss and  responsibility  for shipping  charges shall remain with Vendor
for any delivered product not accepted by DeRoyal.

4.4 Vendor  shall  include  its lot  numbers  and  DeRoyal's  part number on all
shipping labels.

4.5 Subject to Section 5.1,  Vendor shall not require minimum order amounts from
DeRoyal of either quantity or dollar volume.

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4.6 DeRoyal agrees to provide Vendor with the Quality  Assurance  Methodology to
be used by DeRoyal for determining  acceptance or rejection of product  received
from Vendor as set forth in the attached Exhibit B. This methodology shall be in
accordance with customary  inspection and acceptance  methods  generally used in
the medical device industry.

5. EXCLUSIVITY

5.1 For a period of eight  (8)  months  from the date of the  first  sale of the
Product by DeRoyal  after the Effective  Date  ("Exclusivity  Period"),  DeRoyal
shall  purchase the Product  exclusively  from Vendor.  Within  thirty (30) days
before  the  end of  the  Exclusivity  Period,  the  parties  shall  review  the
annualized unit purchases of Product by DeRoyal. The Exclusivity Period shall be
continued  for the  remaining  term of this  Agreement  if DeRoyal  maintains or
exceeds the annualized purchases for each of the first three (3) quarters of the
Exclusivity  Period  beginning on the Effective Date.  DeRoyal shall purchase at
least eight thousand (8,000) units for the first quarter, at least four thousand
(4,000)  units for the second  quarter,  and at least ten thousand  five hundred
(10,500) units for the third quarter.  However,  should  DeRoyal's  purchases be
less than ninety percent (90%) of the annualized unit purchases provided herein,
Vendor shall have the right to terminate the Exclusivity Period.

5.2 Should DeRoyal not meet its annualized unit purchases as provided in Section

5.1 and Vendor decides to sell the Product to another customer, Vendor agrees to
notify  DeRoyal of its intent to sell the  Product to another  customer at least
thirty (30) days prior to such transaction.

5.3 In the  event  that  Vendor  entertains  offers  to sell  part or all of its
operations during the Exclusivity Period, DeRoyal has the right of first refusal
to purchase all or part of Vendor's operations as outlined in Section 12.2.

6. INABILITY TO SUPPLY

6.1  Neither  party  will be  deemed  to be in  default  nor in  breach  of this
Agreement or responsible for nonperformance or delays in performance, other than
for obligations regarding payment of money for purchase orders and components or
confidentiality,  due to any event beyond the reasonable  control of such party,
including but not limited to, acts of God, war, riots, civil disruption, loss of
or delays in acquiring  adequate supply of materials or manufacturing  capacity,
or other  manufacturing  problems  and/or  delays,  or changes  in  governmental
policies, laws, or regulations.

6.2 Vendor will have all Product  ordered by DeRoyal  available  for delivery to
DeRoyal by the scheduled Lead Time set forth in Section 1.2 above.  In the event
that Vendor  shall not be able to deliver  Product as  scheduled,  Vendor  shall
provide DeRoyal with advance notice of that fact and the new estimated  delivery
date.  DeRoyal  shall have the option to accept the new delivery  date or cancel
the PO for such Product without penalty. In addition,  should DeRoyal accept the
new delivery  date,  Vendor  shall be  responsible  for all freight  charges and
expenses incurred from such shipment.

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7. REPRESENTATIONS AND WARRANTIES

7.1 Vendor  warrants to DeRoyal  that as of the date of transfer of title of the
Product to DeRoyal:

(a) Each of the Product  will meet the  applicable  Product  Specifications  set
forth in Exhibits B and C, in addition to Vendor's  quality control test methods
that are in effect as of the date of title transfer;

(b) The Product is manufactured in accordance with the Quality System Regulation
and any other regulations  applicable to the manufacture,  sale, or marketing of
medical devices as issued by the Food and Drug Administration ("FDA") and/or any
applicable foreign laws, rules, and regulations;

(c) Each of the Product  conforms to all regulatory  requirements and applicable
standards and all necessary regulatory approvals necessary for the marketing and
sale of the Product have been obtained by Vendor;

(d) The manufacture,  sale, use, or marketing of the Product do not infringe the
intellectual property rights of any other party, including,  but not limited to,
patent rights, trademark rights, copyright, and trade secret rights; and

(e) Vendor transfers to DeRoyal good title in the Product, free and clear of all
liens and encumbrances.

7.2 If any Product is found to have defects, DeRoyal will give written notice of
such defects,  including reasonable details and samples, to Vendor.  Vendor will
then review the defect claim within  thirty (30) days after  receipt.  If Vendor
agrees that the defect is covered by a warranty,  Vendor will notify DeRoyal and
DeRoyal will deliver the defective  Product to Vendor within thirty (30) days of
Vendor's return authorization. All transportation charges for the return of such
Products shall be paid by Vendor.

7.3  DeRoyal  shall  have the  option to send back  excess  inventory,  customer
returned Product,  and/or  discontinued  Product ("Excess  Inventory") to Vendor
upon written notice to Vendor.  Vendor shall ensure that DeRoyal receives within
thirty  (30)  days  after  receipt  of  written   notice  from  DeRoyal   return
authorization to return the Excess Inventory to Vendor.

7.4 DeRoyal shall have full return  privileges for all unsold  inventory for the
purposes of stock  balancing.  DeRoyal shall have the option of withholding five
percent (5%) of all invoices for a period of one hundred  twenty (120) days as a
return reserve.

7.5 For all  returns,  Vendor shall issue to DeRoyal  credit on any  outstanding
invoices.  However,  should  DeRoyal  not owe Vendor any  outstanding  balances,
Vendor shall issue cash payments to DeRoyal for the returns.

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8. DEROYAL'S COMPLIANCE

8.1 DeRoyal will ascertain and comply with all applicable  laws and  regulations
and standards of industry in connection  with the use,  shipping,  distribution,
and promotion of the Product, including without all limitation, those applicable
to Product' claims, labeling, approvals, regulations, and notifications.

9. BOOKS AND RECORDS

9.1 DeRoyal will maintain for five (5) years from the date of production  all of
its books and records pertaining to all Product sales,  sufficient to adequately
administer a recall of any Product.

9.2 Vendor will maintain for five (5) years after  termination of this Agreement
all of its books and records pertaining to all Product' manufacturing.

10. INDEMNIFICATION AND INSURANCE

10.1  DeRoyal  will  defend,  indemnify,  and  hold  Vendor  and  its  officers,
directors,  shareholders,  employees and agents  harmless from any and all third
party claims  (including  reasonable  attorneys' fees, costs and  disbursements)
arising from:

(a) DeRoyal or any of its agents or employees' negligence or willful misconduct;
and/or

(b)  Breach  by  DeRoyal  or any of its  agents  or  employees  of any  warranty
contained in this Agreement.

10.2  Vendor  will  defend,  indemnity,  and  hold  DeRoyal  and  its  officers,
directors,  employees  and agents  harmless  from third party claims  (including
reasonable attorneys' fees, costs and disbursements)to the extent arising from:

(a) Vendor or any of its agents or employees' negligence or willful misconduct;

(b) Breach by Vendor or any of its agents or employees of any  representation or
warranty contained in this Agreement.

10.3 In any claim where a duty to  indemnify  may or will  arise,  the party who
would be entitled to  indemnify  ("Non-Indemnifying  Party") will not settle any
such claim, confess judgment,  knowingly allow itself to be defaulted, allow any
judgment  to  be  taken   against   the  party   potentially   responsible   for
indemnification (the "Indemnifying Party"), without first:

(a) Giving notice to the Indemnifying  Party  immediately upon becoming aware of
the claim;

(b)  Allowing  the  Indemnifying  Party  to  meaningfully   participate  in  the
resolution and/or settlement of the claim; and

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(c)  Obtaining  the  Indemnifying  Party's  prior  written  consent  to any such
settlement or consent judgment,  which consent will not be unreasonably withheld
or delayed.

10.4 Furthermore,  the Indemnifying Party will not be liable for attorney's fees
or  expenses  of   litigation   of  the   Non-Indemnifying   Party   unless  the
Non-Indemnifying  Party promptly  tenders and gives the  Indemnifying  Party the
opportunity to assume control of the defense or settlement.  In addition, if the
Identifying  Party assumes such  control,  it will only be  responsible  for the
legal fees and  litigation  expenses of the  attorneys it  designates  to assume
control of the litigation or settlement. All payments,  settlements,  judgments,
and expenses incurred in connection with any settlement or judgment entered into
or allowed without complying with the foregoing obligations will be borne by the
Non-Indemnifying Party.

10.5 (a) Vendor shall maintain Product  liability  insurance in a minimum amount
of one  million  dollars  ($1,000,000)  per  occurrence  and up to five  million
dollars  ($5,000,000)  aggregate.  Vendor  shall name  DeRoyal as an  additional
insured  on  its  product  liability   insurance  and  shall  supply  DeRoyal  a
certificate of insurance evidencing such insurance within thirty (30) days after
the execution of this Agreement.

(b) Vendor shall obtain a certificate of insurance  from Tuthill  Plastics Group
evidencing  product  liability  insurance  in the amounts set forth in the above
subsection  (a) within  thirty (30) days from the  execution of this  Agreement.
Vendor shall forward a copy of such certificate of insurance to DeRoyal.


11. CONFIDENTIAL INFORMATION

11.1 As used in this Agreement,  the party disclosing such  Information,  as the
term is defined  below,  is  referred  to as the  "Disclosing  Party;" the party
receiving such Information is referred to as the "Recipient."

(a) Information. As used in this Agreement, the term "Information" shall mean:

(i) discoveries,  concepts,  inventions,  innovations, and ideas (including, but
not limited to, the nature and results of research and development  activities),
processes, formulae, techniques, know-how, designs, drawings and specifications;
(ii) production processes, marketing techniques, purchasing information, pricing
information,  quoting  procedures,  licensing  policies,  licensee  and licensor
information,  financial  information,  business records,  regulatory affairs and
quality assurance information, market information, employee and consultant names
and  job   descriptions  and  abilities,   customer  and  prospective   customer
information  and   agreements,   manufacturer   and  supplier   information  and
agreements, and data and other information or material relating to the manner in
which any customer (or prospective customer) or a manufacturer (or a prospective
manufacturer)  of Vendor and/or DeRoyal does business;  (iii) marketing or sales
strategies and plans, business strategies and plans, financial strategies and

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plans,  product  strategies and plans,  research and development  plans, and all
other plans and strategies of Vendor and/or DeRoyal;  (iv)  proprietary  rights,
trade  secrets,   intellectual  property,   agreements,   contracts,   licenses,
proposals,  budgets,  forecasts,  projections,  and  any  other  information  or
material  relating to the business or activities of Vendor and/or  DeRoyal which
is not  generally  known  to  others;  (v) any of the  information  or  material
described  herein  which is the property of any other person or entity which has
revealed  or  delivered  such  information  or  material  to Vendor  and/DeRoyal
pursuant to a contractual  relationship  with Vendor and/or DeRoyal or otherwise
in the course of Vendor and/or DeRoyal's business;  and (vi) all information for
which the unauthorized disclosure could be detrimental to the interest of Vendor
and DeRoyal,  and will include any and all information  described herein whether
or not such information is identified or marked confidential.

(b) Confidentiality of Information.  The Recipient shall hold in confidence, and
shall not disclose to any person outside the organization,  any Information. The
Recipient  shall  use such  Information  only for the  purpose  for which it was
disclosed and shall not use or exploit such  Information  for its own benefit or
the  benefit of another  without  the prior  written  consent of the  Disclosing
Party.  The  Recipient  shall  disclose  Information  received  by it under this
Agreement only to persons within its  organization  who have a need to know such
Information  in the course of the  performance of their duties and who are bound
to  protect  the  confidentiality  of  such  Information.  Upon  request  of the
Disclosing  Party,  or upon  termination  of  this  Agreement,  Recipient  shall
promptly  return to the  Disclosing  Party all  Information  that  Recipient has
received in, or reduced to,  tangible  form,  and destroy all copies of software
and related  documentation in intangible  media, and certify to Disclosing Party
that Recipient has returned and/or destroyed all Information.

(c) Limitation on Obligation.  Notwithstanding  the Recipient's  confidentiality
obligations  specified in  Subsection  (b) above,  the  Recipient  shall have no
further  obligations,  with respect to any  Information  to the extent that such
Information:

(i) is  generally  known to the  public  at the time of  disclosure  or  becomes
generally known through no wrongful act or neglect of the Recipient;  (ii) is in
the  Recipient's  lawful  possession  at the time of  disclosure as evidenced by
Recipient's  written records  prepared prior to such  disclosure;  (iii) becomes
known to the Recipient  through  disclosure by sources other than the Disclosing
Party having the legal right to disclose such Information; (iv) is independently
developed  by  the  Recipient   without   reference  to  or  reliance  upon  the
Information, or; (v) is required to be disclosed by the Recipient to comply with
applicable  laws  or  governmental  regulations,  provided  that  the  Recipient
provides  Disclosing  Party with prior written notice of such  disclosure and an
opportunity to defend against such  disclosure,  and takes reasonable and lawful
actions to avoid and/or minimize the extent of such disclosure.

(d) Ownership of Information. The parties hereto agree that the party disclosing
Information is and shall remain the exclusive owner of such  Information and all
patent, copyright, trade secret,

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trademark,  and other intellectual  property or proprietary  rights therein.  No
license or  conveyance  of such  rights to the  Recipient  is granted or implied
under this Agreement.


12.  OPTIONS

12.1 In the event that Vendor  shall  consider the  appointment  of an Exclusive
Distributor for the Product during the term hereof, Vendor shall communicate all
relevant terms and  conditions of such  appointment to DeRoyal within sixty (60)
days of the  determination  of the terms  and  conditions  of such  appointment.
DeRoyal  shall have the right of first refusal to become  Exclusive  Distributor
for the Product by entering into an Exclusive  Distributor Agreement which terms
and  conditions  are  substantially  the same with regard to material  terms and
conditions as the initial considerations for the appointment.

12.2 DeRoyal  shall have a right of first refusal in the event that Vendor shall
entertain  offers  to  sell  part  or all of its  operations.  Vendor  shall  be
obligated to  communicate  any offer to purchase all or part of its  operations,
including patents and other  intellectual  properties,  and assets including its
customer  listing  regarding  the Product to DeRoyal  within thirty (30) days of
receipt of such offer,  including  all  relevant  terms and  conditions  of such
offers.  DeRoyal  shall have the right to match such offers  within  thirty (30)
days of the  communication  of such offers to DeRoyal.  Should  DeRoyal  make an
offer  which is  substantially  the same  with  regard  to  material  terms  and
conditions  as the  received  offer,  Vendor  shall accept the offer of DeRoyal.
Should DeRoyal decide not to purchase such assets from Vendor within thirty (30)
days of the  communication  of such offers,  the parties shall  renegotiate this
Agreement.

12.3 The receipt  and  sufficiency  of due  consideration  for these  Options is
hereby acknowledged.

13. RECALL, VENDOR AUDITS, AND REGULATORY COMPLIANCE

13.1     Recall or Product Withdrawal.

(a) DeRoyal will be the primary contact for any regulatory agencies in the event
of recall or Product withdrawal for Product sold or distributed by DeRoyal.  The
parties will  cooperate with each other in such inquiry and/or recall or Product
withdrawal.

(b) In the event of recall or Product withdrawal, Vendor shall provide immediate
notification to DeRoyal's  Director of Quality Assurance and Regulatory  Affairs
at 200 DeBusk Lane,  Powell,  Tennessee.  Vendor  shall also  provide  recall or
Product  withdrawal  notification  to DeRoyal's  Director of  Procurement at 200
DeBusk Lane,  Powell,  Tennessee.  Such notification  shall include,  but is not
limited  to, the reason or cause of the recall or Product  withdrawal,  the part
numbers, and lot numbers.

(c) Vendor agrees to compensate DeRoyal for all reasonable costs,  damages,  and
liabilities incurred by DeRoyal for such recall or Product withdrawal.

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13.2 Medical Device  Reports.  The parties will promptly alert each other to any
reports of facts that may be grounds for the filing of Medical  Device  Reports,
as defined by the FDA, with respect to the Product.

13.3 Vendor  Audits.  DeRoyal  shall have the right at  reasonable  intervals to
audit Vendor's Quality System to insure its effectiveness at delivering  Product
compliant with any product  specifications  or regulatory  requirements.  In the
event that DeRoyal determines, in its discretion,  that a quality issue is being
experienced  with  Vendor's  Product,  DeRoyal  may  conduct  a Vendor  audit in
response  to such  quality  issues in order to attempt to correct  such  quality
issues.  However,  in no event shall this right be considered a requirement that
DeRoyal  accept  non-conforming  Product or be  required to continue to purchase
Product  from Vendor if DeRoyal has a good faith  belief that  Vendor's  Quality
System  does not  provide  adequate  assurance  in the  quality  of the  Product
supplied by Vendor.

13.4     Compliance Requirements.

(a) Vendor agrees to abide by GMP  guidelines  concerning the  manufacturing  of
Product  to be  purchased  by DeRoyal  and to have in place a Quality  System in
order  to  insure  compliance  of  the  Product  to  any  appropriated   product
specifications  or  regulatory  requirements.  To the  extent  that any  Product
supplied by Vendor is a Medical  Device,  as defined by  appropriate  regulatory
authority,  Vendor agrees to abide by all appropriate regulations concerning the
manufacturing, sale, and marketing of medical devices.

(b)  Vendor  agrees to provide  to  DeRoyal,  upon  request,  all  documentation
regarding  Vendor's  Quality  System,  any FDA  registration  or device  listing
documents,  and the results of any FDA or ISO audits,  internal or external, for
review by DeRoyal Quality Assurance and Regulatory Affairs. Such information, to
the extent  confidential  or  proprietary,  shall be maintained in confidence by
DeRoyal for the duration  hereof and shall  promptly be returned by DeRoyal upon
termination of this Agreement.

(c) Vendor shall provide  DeRoyal a Certificate  of  Conformance  (COC) and/or a
Certificate of Analysis (COA) with each lot and/or shipment.

13.5 Questionnaire. DeRoyal shall provide Vendor a Proposed Vendor Questionnaire
in which Vendor shall  complete  within  thirty (30) days after  receipt of such
questionnaire.   For  the   purposes   of  the   Agreement,   "Proposed   Vendor
Questionnaire" means specific issues relevant to Vendor's materials  management,
purchasing, finance, and regulatory practices and policies.

14. GOVERNING LAW

14.1 This Agreement shall be construed in accordance with the laws of Tennessee.
The  parties  hereby  agree to  submit  to the  jurisdiction  of the  courts  in
Knoxville,  Tennessee.  Proper  venue  shall be in the  Federal or State  Courts
located in Knoxville, Tennessee.

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15. SEVERABILTY

15.1 If any time any one or more of the  provisions  of this  Agreement  (or any
paragraph,  sub-paragraph  or any part thereof) is held to be or becomes void or
otherwise  unenforceable  for any reason under any applicable law, the same will
be deemed  omitted,  and the validity  and/or  enforceability  of the  remaining
provisions  of this  Agreement  will  not in any  way be  effected  or  impaired
thereby.

16. HEADINGS

16.1 The headings for the  provisions of this Agreement are inserted for ease of
reference and will not affect their construction.

17. NOTICES

17.1 Any notice authorized or required to be given by this Agreement will in the
case of notice to Vendor be sent to it at the  address or telefax  number as set
forth adjacent to its signature  below or such other address as Vendor will from
time to time notify  DeRoyal and will in the case of a notice to DeRoyal be sent
to  DeRoyal  at the  address  or  telefax  number as set forth  adjacent  to its
signature  below or such other  address as DeRoyal will from time to time notify
Vendor.  Any such notice may be given by United States  certified mail,  postage
prepaid,   return  receipt  requested,   or  facsimile   transmission  (if  such
transmission is followed  promptly by notice by first class United States mail).
Service shall be deemed to have been effected five (5) days after deposit in the
United  States  mail and  twenty-four  (24) hours after  dispatch  by  facsimile
transmission.

18. INTEGRATION AND WAIVER

18.1 This  Agreement may be executed in  counterparts,  each of which will be an
original  and  both  of  which  will be the  same  instrument.  This  Agreement,
including the Exhibits that are attached,  constitutes the entire  understanding
between  Vendor  and  DeRoyal  about the  transactions  contemplated  hereby and
supersedes all prior agreements,  understandings,  and negotiations  between the
parties,  written or oral,  regarding the subject matter of this  Agreement.  No
waiver of any  provisions of the Agreement of any right or obligations of either
party will be  effective  unless  said  waiver is in  writing  and signed by the
parties.  This  Agreement  will not be modified  except in writing signed by the
parties.  A  waiver  of  any of the  provisions  of  this  Agreement  shall  not
constitute a waiver of any other provisions nor shall it constitute a continuing
waiver,  unless said waiver is in writing and signed by the party  granting  the
waiver.



                                       12

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19. ARBITRATION

19.1 Any dispute  arising out of or  relating to this  Agreement  or the breach,
termination,  or validity  thereof which has not been resolved by negotiation or
mediation within thirty (30) days of the notice of requesting  mediation will be
finally settled by arbitration  conducted  expeditiously  in accordance with the
Rules  of  the  American  Arbitration  Association  by a  sole  independent  and
impartial  arbitrator  if the  dispute  is for less  than one  hundred  thousand
dollars  ($100,000) or by three (3)  independent  and impartial  arbitrators (of
whom each party will  appoint  one,  and the two  arbitrators  will  appoint the
third) if the dispute is for one hundred  thousand  dollars  ($100,000) or more.
The  arbitration  will  take  place  at  the  Atlanta  office  of  the  American
Arbitration  Association  and will be governed by the United States  Arbitration
Act. Judgment upon the award rendered by the arbitrator(s) may be entered by any
court having jurisdiction  thereof. The arbitration will be governed by the laws
of the State of Tennessee.  The arbitrator(s) are not empowered to award damages
in excess of compensatory damages.

20. PENALTIES

20.1 DeRoyal  shall have the right to deduct from any  outstanding  invoices the
following  amounts for failure to follow the packaging  and shipping  guidelines
provided in this Agreement:

(a)  Fifty dollars ($50) per occurrence for non-conforming or no packing slip.
(b)  Fifty dollars ($50) per occurrence for no PO number on packing slip.
(c)  Sixty dollars ($60) per set for improperly packaged sets of Product.
(d)  Five hundred  dollars ($500) per day for backorders  exceeding  thirty (30)
     days from Lead Time.

20.2 DeRoyal  shall have the right to deduct from any  outstanding  invoices two
thousand  dollars  ($2,000) for changes to the Product,  raw materials,  Product
specifications,  packaging  and/or  processing  without  notifying and receiving
prior approval from DeRoyal.

20.3 DeRoyal shall have the right to deduct from any outstanding  invoices eight
thousand  dollars  ($8,000)  for latex  contents to Product,  packaging,  and/or
labeling,  and shall be  considered a material  breach of this  Agreement as set
forth in Section 1.7.

20.4 DeRoyal  shall have the right to deduct from any  outstanding  invoices two
thousand dollars ($2,000) for failure to notify DeRoyal of Product recalls.

21. ASSIGNMENT

21.1 Neither party will assign its rights or delegate its obligations under this
Agreement  without  the prior  written  consent  of the other  party;  provided,
however,  that  either  party may assign  this  Agreement  to any  entity  which
acquires all or substantially all of its stock, assets, or business,  and either
party may assign this Agreement to a wholly owned subsidiary of the party.  This
Agreement will be binding on all successors and assignees of the parties.

                                       13

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22. RELATIONSHIPS OF THE PARTIES

22.1 Both parties are  independent  contractors  under this  Agreement.  Nothing
contained in this  Agreement is intended nor is to be construed as to constitute
Vendor or DeRoyal as partners,  agents, or joint ventures.  Neither party hereto
will have any  express or  implied  right or  authority  to assume or create any
obligations  on behalf of or in the name of the other party or to bind the other
party to any contract, agreement or undertaking with any third party.

     IN THE WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date and place set forth opposite the undersigned signatures.

OASIS@WORK                                DEROYAL INDUSTRIES, INC.

By:      /s/ GM Swor                               By:     /s/ E.  Steven Ward

                                                   E. Steven Ward
Its:     President                        Its:     President and COO


Date:                                     Date:





                                       14

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                                    Exhibit A

Product

Description                CP-9301

Case Quantity              2,000 per Cs

Case Dimension             12" x 12"

Case Weight                10 to 20 lbs.










                                       15

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                                    Exhibit B

Product Quality Specifications


CONFIGURATION/MATERIALS

Product configuration must match this manufacturing specification. SutureMate(r)
will be injection molded using thermoplastic HDPE with no colorant (natural
color). The blade is stainless steel; the foam pad is polyethylene foam; the
adhesive pad is polyethylene foam with a hot melt polyamide adhesive and a
release liner.

VISUAL

REQUIREMENTS

ACCEPTANCE CRITERIA

Part Integrity
Product must be fully formed with no holes, (i.e. pin holes) and must be intact.
Deformed product is not acceptable.

Cracks
Product  must be free from  cracks.  Cracks in any part of the  product  are not
acceptable.

Short Shot
Short shot in any part of the product is not acceptable.

Sharp Edges
Parts with sharp edges are not acceptable.

Grease
All products must be free of grease.

Burn
Burn mark bigger than 0.40 mm is not acceptable. See TAPPI Chart.

Flash
Flash  greater than 0.05" is not  acceptable.  Flash must not be sharp enough to
cut a surgical glove.

Contamination
Product  must be free from  contamination.  A single  spec found on the  product
larger  than  0.40 mm is not  acceptable,  however  specs  less than 0.30 mm are
acceptable  provided two or less are found on each part.  See TAPPI  Chart.  All
parts should be free of any grease or other removable contamination.

Imbedded Particulate
A maximum of 1.00 mm2 is acceptable. See TAPPI chart.

Stress Mark
A maximum of 0.180" of stress mark is acceptable.

Assembly
Product parts should be fully assembled. Foam inserts should be secure and there
should be no gap between the foam insert and the well in which it is placed. The
blade must be secure and may not be exposed in any way.

                                       16

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                                    Exhibit C

Product Specifications


                                       17

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