<PAGE>
                                                                   EXHIBIT 10.12

                       AIRTECH INTERNATIONAL GROUP, INC.
                             Distributor Agreement

This Agreement made on this date of March 15, 2001 by and between Airtech
International Group, Inc., having its principal place of business at 15400 Knoll
Trail, Suite 200, Dallas, Texas, 75248, ("AIRTECH INTERNATIONAL GROUP, INC.")
herein, and Southern Therapy, Inc., having its principal place of business at
Austin Texas, ("Distributor") herein, collectively the "Parties" herein,
mutually agree as follows:

1.   Relationship

          AIRTECH INTERNATIONAL GROUP, INC. grants and the Distributor accepts:

          1.1.    The right to purchase AIRTECH INTERNATIONAL GROUP, INC's.
                  Product Model 950 brand name labeled as "Airsopure" directly
                  from AIRTECH INTERNATIONAL GROUP, INC., at the price and terms
                  outlined in the most current published AIRTECH INTERNATIONAL
                  GROUP, INC. distributor price pages.

          1.2.    The right to stock, display, promote and aggressively sell the
                  Products to customers who are within the distributor's normal
                  marketing area.

2.   Distributor Duties and Obligations

          The Distributor shall:

          2.1.    Arrange for Airtech training for Distributor owners, sales
                  managers, sales staff, sales associates and technical staff to
                  occur within 45 days of signing this Agreement.

          2.2.    Develop and implement a proactive business plan, which
                  Distributor and Airtech International Group, Inc. will agree
                  upon.

          2.3.    Actively promote the Product to potential customers through
                  periodic mailings, promotions or other accepted marketing
                  practices. Product marketing and support from Airtech when
                  requested.

          2.4.    Assign the responsibility for the success of the Product to at
                  least one sales person who will be the specialist and champion
                  for these products. Airtech to assist as needed.

          2.5.    Maintain a reasonable inventory of the Product including
                  replacement filters, to facilitate customer satisfaction.
                  Services and support to be handled through Airtech.

          2.6.    Not sell Product for shipment out of the United States of
                  America without first written approval of Airtech
                  International Group, Inc.

          2.7.    Comply with all federal, state, and local laws, regulations,
                  statues, etc., affecting the performance of business and this
                  Agreement.

          2.8.    Follow up all leads to the disposition phase. This includes
                  any and all leads referred by Airtech International Group,
                  Inc.
<PAGE>

          2.9.    Keep copies of lead dispositions for review by Airtech
                  International Group, Inc. Weekly sales reports and lead sheet
                  reviews to be delivered to Airtech.

          2.10.   Distributor shall pay for all Airtech invoices when they are
                  paid by purchaser. Distributor shall use all means available
                  to accelerate payments. Ultimate collection lies with
                  Distributor and they will be responsible for payment.


3.   AIRTECH INTERNATIONAL GROUP, INC. Duties and Responsibilities

          AIRTECH INTERNATIONAL GROUP, INC. shall:

          3.1.    Support the distributor efforts through various marketing
                  initiatives, Product brochures, Product trend and technology
                  correspondence, in-house training and other efforts deemed
                  beneficial to the growth of the distributor business.

          3.2.    Ship direct from plant based upon sales orders approved by
                  STI, Distributor.

          3.3.    Furnish reasonable quantities of brochures and other support
                  and marketing materials as needed, Distributor shall be
                  responsible for prudent dissemination of support materials.

          3.4.    Provide technical and sales training and field sales support
                  as required.

          3.5.    Maintain reasonable levels of standard Product stock to
                  facilitate prompt deliveries.

          3.6.    Keep abreast of market and Product trends and inform the
                  distributor of new opportunities.

          3.7.    Notify Distributor of policy, pricing and other changes or
                  practices that may affect business, markets and the customer,
                  etc., sixty (60) days prior to the change, whenever practical.

          3.8.    Comply with all applicable federal, state and local laws,
                  regulations, statute, etc., affecting the performance of
                  business and this Agreement.

4.   Cost and Expenses

          Each party shall be solely responsible for all costs and expenses
          incurred by it in performing its duties under this Agreement,
          including, but not limited to, salaries, employee commissions,
          advertisements, promotions, travel, delays, etc., unless otherwise
          stated and agreed to by all parties involved. Airtech has agreed under
          separate cover to supplement Distributor costs and expenses.

5.   Patents and Trademarks

          Distributor agrees not to contest the validity of any licenses,
          patents, trademarks and/or rights thereto now or hereafter used or
          claimed by AIRTECH INTERNATIONAL GROUP, INC. and to notify AIRTECH
          INTERNATIONAL GROUP, INC. promptly of any infringement thereof by
          others whenever such acts come to the attention of the Distributor.

--------------------------------------------------------------------------------

                                       2
<PAGE>

6.   Indemnification

          Distributor shall defend, indemnify and hold harmless AIRTECH
          INTERNATIONAL GROUP, INC., its representatives, agents and employees
          from and against all claims, damages, losses and expenses arising out
          of the Distributor's sale or use of the Product, except gross
          negligence of Airtech International Group, Inc. Airtech International
          Group, Inc. shall defend, indemnify and hold harmless Distributor, its
          representatives, agents and employees from and against all claims,
          damages, loses, and expenses arising out of the sale of Airtech
          International Group, Inc. Product, except gross negligence of
          Distributor.


7.   Sales Territory

          7.1.    The Distributor may market the Product within the geographical
                  area considered to be the Distributor's normal marketing area,
                  ("Sales Territory") including branch operations, The Sales
                  Territory is the United States market for medical equipment
                  (Medical Market). The Medical Market is but not limited to the
                  DMEs, HMEs and medical equipment distributors that carry other
                  medical supplies for sale to persons with a physician's
                  prescription. The Sales Territory will be exclusive to the
                  Distributor. Any land areas not included will be expressly
                  noted in an appendix attached to this Agreement. This
                  Agreement assumes that a HCPCS Code application will be
                  submitted and pursued with best efforts (Airtech International
                  Group, Inc. does not guarantee that a code will be received)
                  and that the Medicare Code for the Product will be pursued at
                  the sole discretion of Airtech International Group, Inc.

          7.2.    The Distributor understands and accepts that other
                  wholesalers, distributors, retail merchandiser or other
                  channels of distribution including the Internet or catalogues
                  may be utilized by Airtech International Group, Inc. for the
                  sale of Product and other Airtech International Group, Inc.
                  products within the same geographic Sales Territory. These
                  other means of distribution will not target the Medical Market
                  of Distributor.

          7.3.    Airtech International Group, Inc. may expand Distributor's
                  Sales Territory based on area potentials, previous agreements,
                  marketing policy, and the effectiveness of current
                  distributors. The Distributor will not participate in the
                  sales efforts of other channels of distribution, or receive
                  commission or payments of any kind from sales to or by other
                  channels of distribution.

          7.4.    The Distributor may not sell Airtech Product through the
                  Internet, catalogues or direct sales efforts outside of the
                  Sales Territory without written consent of Airtech
                  International Group, Inc.


8.   Performance Expectations

          8.1.    A three year goal for net purchases of these Product, expected
                  of and agreed to by the distributor, is as follows:

                  Net Purchases of $1,000,000 from 04/01/2001 to 03/31/2002 Net
                  Purchases of $2,000,000 from 04/01/2002 to 03/31/2003 Net
                  Purchases of $3,000,000 from 04/01/2003 to 03/31/2004 Terms of
                  purchase are ninety (90) days payment is due in full.

--------------------------------------------------------------------------------

                                       3
<PAGE>

          8.2.    The Distributor understands and accepts that if these agreed
                  upon goals are not achieved, and it is determined that the
                  Distributor has not implemented the actions required to
                  achieve these goals, the following actions may be taken:

                  a) This Agreement may be terminated by Airtech International
                     Group, Inc. (see 9.2, c.)

                  b) This Agreement will continue and additional distribution
                     channels may be established. (This statement is not
                     intended to imply that the distributor has an exclusive
                     agreement or sales territory).

                  c) Taking any action or failure to take any action allowed
                     under this Agreement does not restrict Airtech from taking
                     or not taking any action in the future. It is not required
                     for the three years to occur in order to invoke this
                     paragraph.


9.   Term and Termination

          9.1.    This Agreement shall be binding for a period of three years
                  from the date of execution and shall automatically renew and
                  extend for consecutive one year terms if notification to the
                  contrary is not given thirty (30) days before the anniversary
                  date.

          9.2.    This Agreement may be terminated or modified as follows:

                  a) Prior to the end of the three-year period by either party
                     without cause, and without time to cure, upon ninety (90)
                     days written notice to the other party.

                  b) Immediately by AIRTECH INTERNATIONAL GROUP, INC. upon
                     written notice to Distributor in the event Distributor is
                     adjudicated as bankrupt, becomes insolvent or makes an
                     assignment for the benefit of creditors.

                  c) By either party upon ninety (90) days written notice if the
                     other party is in material breach of any of the terms of
                     this Agreement or any joint business plans or Distributor's
                     failure to reach agreed upon market penetration goals
                     measured by annual purchases of AIRTECH INTERNATIONAL
                     GROUP, INC. products.

                  d) In the event of termination of this Agreement by either
                     party, AIRTECH INTERNATIONAL GROUP, INC. shall have the
                     option to repurchase all Products purchased hereunder of
                     current design, unused and in saleable condition, which are
                     in Distributor's inventory at the time of termination. If
                     the termination is by AIRTECH INTERNATIONAL GROUP, INC.,
                     AIRTECH INTERNATIONAL GROUP, INC. shall pay the original
                     purchase price as substantiated by the invoice or, if an
                     invoice is unavailable, the published price prevailing at
                     the time of manufacture. If the termination is by the
                     Distributor, a handling charge of fifteen percent (15%)
                     shall be deducted from the purchase price.

                  e) Upon termination, Distributor shall return all books and
                     records of Airtech International Group, Inc. to Dallas
                     headquarters via prepaid freight.

--------------------------------------------------------------------------------

                                       4
<PAGE>

10.  Additional Provisions

          10.1.   Changes in Design. AIRTECH INTERNATIONAL GROUP, INC. may make
                  ------------------
                  reasonable changes of any kind without notice and deliver
                  revised designs or models of the Products against any order
                  accepted by AIRTECH INTERNATIONAL GROUP, INC. AIRTECH
                  INTERNATIONAL GROUP, INC. will not be responsible to the
                  Distributor in any way for any inventory in the Distributor's
                  possession of prior models of the Product or manufactured
                  under prior design or specifications.

          10.2.   Force Majeure. AIRTECH INTERNATIONAL GROUP, INC. shall not be
                  --------------
                  liable for any delay in the delivery of any Products if such
                  delay is due to any cause beyond the reasonable control of
                  AIRTECH INTERNATIONAL GROUP, INC. In the event of any such
                  delay, the dates for performance by AIRTECH INTERNATIONAL
                  GROUP, INC. shall be extended for a period equal to the time
                  lost by reason of such delay.

          10.3.   Distributor Not Agent. Distributor is an independent
                  ----------------------
                  contractor and shall not be considered in any respect an agent
                  or representative of AIRTECH INTERNATIONAL GROUP, INC. and the
                  Distributor shall not represent or hold out itself or its
                  agents or representatives as the agents or representatives of
                  AIRTECH INTERNATIONAL GROUP, INC., nor shall it allow others
                  to do so.

          10.4.   Assignability. This Agreement may not be assigned or otherwise
                  --------------
                  transferred by the Distributor without prior written consent
                  by AIRTECH INTERNATIONAL GROUP, INC. Any purported attempt to
                  assign or transfer this Agreement without AIRTECH
                  INTERNATIONAL GROUP, INC.'s prior written consent shall be
                  null and void and shall, at Airtech International Group,
                  Inc.'s option immediately terminate this Agreement.

          10.5.   Change in Control. Transfer of a controlling interest in
                  -----------------
                  Distributor to a party not in control at the time of execution
                  of this Agreement shall be deemed an assignment without
                  Airtech International Group, Inc.'s consent.

          10.6.   Use of Trade Name. The Distributor shall not use in it's
                  ------------------
                  corporate, firm or individual name, or allow to be used by
                  others in their corporate, firm or individual names, insofar
                  as the Distributor has any power to prevent such use, the
                  words Airtech International Group, Inc., Airsopure, and/or any
                  other name, logo or trademark adopted by AIRTECH INTERNATIONAL
                  GROUP, INC. for products or service or any words or names or
                  combinations of words or names closely resembling any of them.

          10.7.   Warranty. The warranty for the Products is set forth in the
                  --------
                  Product Literature and Installation, Operation and Maintenance
                  manuals.

                  THE WARRANTY SET FORTH IN THE PRODUCT LITERATURE AND
                  INSTALLATION, OPERATION AND MAINTENANCE MANUALS CONSTITUTES
                  THE ENTIRE WARRANTY OF AIRTECH INTERNATIONAL GROUP, INC. WITH
                  RESPECT TO THE PRODUCTS SOLD HEREUNDER AND IS IN LIEU OF ALL
                  OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY
                  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY
                  WARRANTY AGAINST INFRINGEMENT, ALL OF WHICH ARE HEREBY

--------------------------------------------------------------------------------

                                       5
<PAGE>

                  EXPRESSLY DISCLAIMED. DISTRIBUTOR SHALL NOT CHARGE AIRTECH
                  INTERNATIONAL GROUP, INC. FOR ANY WARRANTY LABOR.

          10.8.   Disclaimers. IN NO EVENT SHALL AIRTECH INTERNATIONAL GROUP,
                  ------------
                  INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
                  CONSEQUENTIAL DAMAGES RESULTING FROM ANY PERFORMANCE OR
                  FAILURE TO PERFORM UNDER THIS AGREEMENT, OR ANY PURCHASE ORDER
                  ISSUED HEREUNDER, OR THE USE OR PERFORMANCE OF THE PRODUCTS
                  SOLD HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF
                  WARRANTY, NEGLIGENCE OR OTHERWISE.

          10.9.   Notices. Any notice required or permitted hereunder shall be
                  --------
                  sufficient if sent by first-class mail, postage prepaid to the
                  other party at the address specified herein, except that any
                  notice of termination or other pertinent responsibilities, may
                  be by certified mail, return receipt requested. Either party
                  may designate a new address for the purposes of notice by
                  certified mail, return receipt requested.

          10.10.  Governing Law. This Agreement shall be construed and the
                  --------------
                  relations between the parties determined in accordance with
                  the laws of the State of Texas.

          10.11.  Entire Agreement. This Agreement contains the entire agreement
                  -----------------
                  between the parties and supersedes all prior agreements,
                  representations, promises and understandings, whether written
                  or oral, which have been made in connection with the subject
                  matter hereof. Any terms and conditions on any purchase order
                  or other document issued by the Distributor shall be
                  inapplicable to any sale of Products pursuant to this
                  Agreement.

          10.12.  Binding Effect. This Agreement shall be binding upon, inure to
                  ---------------
                  the benefit of, and be enforceable by and against the parties
                  hereto and their respective heirs, successors, personal
                  representatives, legal representatives and assigns.

          10.13.  Captions. The headings used in this Agreement are for
                  ---------
                  illustrative purposes only, the wording in the paragraphs will
                  control.

          10.14.  Arbitration. The Parties agree to submit any disputes arising
                  ------------
                  from this Agreement to binding Arbitration in lieu of other
                  legal means of resolutions. The Parties agree that the
                  Arbitration will be held in Dallas Texas under the control of
                  the American Arbitration Association or equivalent, if not
                  available.

          10.15.  Confidentiality Agreement. The Parties agree to enter into a
                  -------------------------
                  Mutual Confidentiality Agreement that is incorporated by
                  reference herein.

          10.16.  Counterparts. This Agreement may be executed in one or more
                  ------------
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

--------------------------------------------------------------------------------

                                       6
<PAGE>

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

ACCEPTED BY: (DISTRIBUTOR)


--------------------------------    --------------------------------
Print or Type Name         Title    Print or Type Name         Title


--------------------------------    --------------------------------
Signature                  Date     Signature                  Date

Notice to:
Southern Therapy, Inc.
Austin TX



Additional notice to:




ACCEPTED BY: AIRTECH INTERNATIONAL GROUP, INC.

C.J. Comu                           Address for notice:
Chief Executive Officer             15400 Knoll Trail, Suite 200
                                    Dallas, Texas 75248



-------------------------------
Signature                  Date


--------------------------------------------------------------------------------

                                       7