Exhibit 10.1

                            DISTRIBUTORSHIP AGREEMENT


This Distributorship Agreement ("Agreement") is made as of the 6th day of
February, 2004 (Effective Date) between Rubicon Medical Inc, a U.S. corporation
with its principal offices at 3598 W. 1820 South, Salt Lake City, Utah, 84119,
USA ("Rubicon Medical"), and NGC Medical Spa, an Italian corporation with its
principal offices at Novedrate (CO), via Provinciale 35, ITALY ("Distributor").

WHEREAS, Rubicon Medical manufactures and sells the medical devices and products
listed on Annex 1 to this Agreement (the "Products"); and

WHEREAS, Distributor wishes to distribute the Products in the countries and/or
geographic regions described on Annex 2 to this Agreement (the "Territory"), and
Rubicon Medical is willing to authorize Distributor to do so, all on the terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, Rubicon Medical and Distributor agree as follows:

1. Appointment. Rubicon Medical hereby appoints and authorizes Distributor as an
exclusive distributor for the Products in the Territory, and Distributor accepts
such appointment, all subject to the terms and conditions of this Agreement. In
acting as a Distributor of Products pursuant to this Agreement, Distributor
shall be an independent contractor and not an agent, employee or legal
representative of Rubicon Medical, and all persons engaged by Distributor shall
be Distributor's employees, legal representatives or agents but not those of
Rubicon Medical. Distributor is not authorized to do business in Rubicon
Medical's name or to otherwise obligate Rubicon Medical in any way.

2. Term. This Agreement will come into effect on the Effective Date mentioned in
the preamble hereto and will be binding for a period of 2 (two) years following
the last to occur of the date of receipt of CE Mark by Rubicon Medical or the
date of official market launch in the Territory as directed by Rubicon Medical.

3. Distributor's Responsibilities. During the term of this Agreement,
Distributor shall have the following duties and responsibilities and shall be
subject to the following restrictions:

         3.1 Distributor shall not: (a) offer, promote, sell or distribute goods
         which are of the same kind, similar to or compete directly or
         indirectly with the Products, apart from Global Management accounts;
         (b) obtain Products for resale from any person or entity other than
         Rubicon Medical; and (c) actively advertise, promote or solicit
         customers for the Products outside the Territory, except as may
         otherwise be expressly authorized by Rubicon Medical in writing.

         3.2 Distributor shall use its best efforts to promote, sell and service
         the Products in the Territory.

         3.3 Rubicon Medical shall provide Distributor with all documents and
         information necessary for governmental approval of the Products.

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         3.4 Upon request of Rubicon Medical, Distributor shall return to
         Rubicon Medical or make such other disposition (including, but not
         limited to recalling Products) as Rubicon Medical shall direct of any
         portion of the Products determined by Rubicon Medical to be outdated or
         to otherwise require such disposition. In the event of any such return
         or disposition, Rubicon Medical shall either replace the Products or
         reimburse Distributor in an amount equal to the original sales price
         paid by Distributor for the Products, but only for Products that have
         not become outdated based on their labeled expiration date. Distributor
         hereby waives any other claim against Rubicon Medical for any special,
         consequential or other similar damages related to such return or
         disposition. Distributor hereby agrees to cooperate in any recall
         effort conducted by Rubicon Medical. Rubicon Medical shall retain the
         right to direct any recall of Products in the Territory.

         3.5 Distributor will provide and maintain at its own expense facilities
         and qualified personnel sufficient to provide a high standard of
         service to the customers purchasing Products in the Territory.

         3.6 At Distributor's expense and after Rubicon Medical's written
         approval, Distributor may advertise the Products to inform
         Distributor's customers and potential customers of the application,
         kind, quality and manufacturer of the Products.

         3.7 Distributor shall maintain records of its sales of Products, and
         permit Rubicon Medical to have access to those records upon Rubicon
         Medical's request.

         3.8 Distributor will avoid activities or practices that may injure the
         reputation of Rubicon Medical or the Products.

         3.9 Distributor will comply with all applicable laws and regulations
         during the course of performance of this Agreement and in related
         activities. Without limiting the foregoing, Distributor will not sell
         any Products in any country in the Territory unless and until it has
         obtained all governmental approvals necessary to do so.

         3.10 Distributor shall assist promptly in executing Products recalls as
         directed by Rubicon Medical. Rubicon Medical will reimburse
         Distributor's documented expenses directly in connection with
         repurchasing Products subject to recall.

         3.11 Distributor will maintain an adequate stock of Products to satisfy
         promptly needs of current and potential customers in the Territory.
         Distributor will defend, indemnify and hold harmless Rubicon Medical
         from any and all claims, demands, suits or liability arising out of any
         acts or omissions of Distributor, its employees, appointees, legal
         representatives and agents, whether based upon negligence, strict
         liability or otherwise. Rubicon Medical agrees to indemnify, defend and
         hold Distributor harmless from and against any and all claims,
         judgments, costs, awards, arising from any injury of a medical nature
         to any patient which results from Rubicon Medical design, manufacture
         or sale of products.

         3.12 Distributor shall be responsible, at its expense, for promotion
         during local and national events such as meetings and conventions that
         relate to Rubicon Medical's Products and that take place in the
         Territory and Rubicon Medical, at its own expense, shall be responsible
         for promotion during international events such as meeting and
         conventions that relate to Rubicon Medical's Products and that take
         place in the Territory.

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4. Exclusivity.

         4.1 In the event that Rubicon Medical receives any inquiry for Products
         from a purchaser or customer in the Territory, Rubicon Medical will
         promptly inform Distributor of such inquiry, and transfer, upon
         Distributor's instructions, such inquiry to Distributor. It is the
         intention of Rubicon Medical and Distributor that all inquiries,
         negotiations and sales of Products in the Territory shall be channeled
         through Distributor.

         4.2 During the term of this Agreement, Distributor shall purchase from
         Rubicon Medical its entire requirements for customers in the Territory
         of any and all medical devices falling within the range represented by
         the Products. Furthermore, Distributor shall not during the term hereof
         sell, promote or market to customers any Products outside the
         Territory. In the event that the Distributor receives any inquiry for
         Products from a customer located in any area other than the Territory,
         and such area is not covered by a separate arrangement between
         Distributor and Rubicon Medical, Distributor shall promptly inform
         Rubicon Medical of such inquiry and transfer, upon Rubicon Medical's
         instruction, such inquiry to Rubicon Medical.

5. Responsibilities of Rubicon Medical. During the term of this Agreement,
Rubicon Medical covenants and agrees to do each of the following:

         5.1 Rubicon Medical shall use commercially reasonable best efforts to
         continuously research and develop Products suitable for the reasonable
         needs of the end-users in the Territory.

         5.2 Rubicon Medical shall not appoint any other distributor or importer
         of the Products to market the Products in the Territory during the term
         of this Agreement or make sales of any of the Products to any end-user
         in the Territory or to any customer outside the Territory who is known
         to Rubicon Medical to be intending to introduce the Products into the
         Territory. Rubicon Medical shall inform Distributor of all outside
         inquiries for sales of the Products within the Territory designated to
         the Distributor as exclusive, by other distribution companies.

         5.3 Rubicon Medical shall assist Distributor with materials necessary
         to obtain and maintain import licenses and health registrations
         required to import and sell Products within the Territory by furnishing
         to Distributor, at Rubicon Medical's cost, such technical descriptions,
         specifications, data, drawings, information, service manuals and so
         forth regarding the Products, in the English language, as Rubicon
         Medical can make available without unreasonable expense.

         5.4 Rubicon Medical shall promptly notify Distributor of any actions
         taken with respect to Rubicon Medical or the Products by regulators in
         any jurisdiction, including (i) any facility inspection resulting in
         any notice of infraction, warning or other action, (ii) voluntary or
         mandatory recalls or withdrawal of Products, (iii) administrative or
         court proceedings regarding the Products, (iv) any changes of factory
         installation and the way of sterilization, packaging, materials, design
         or other specifications of Products, and (v) similar matters. Rubicon
         Medical will promptly provide Distributor with copies of any
         correspondence with regulators regarding any of the foregoing.

         5.5 Rubicon Medical shall inform Distributor, from time to time, of the
         technical and other developments regarding the Products as these may
         occur.

6. Price and Payment Terms.

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         6.1 The Products shall be sold to the Distributor by Rubicon Medical at
         an international distributor's price list as is communicated by Rubicon
         Medical from time to time. Any change of the price of the Products
         shall not affect orders by the Distributor that were accepted by
         Rubicon Medical before the price change was communicated. The current
         international distributor's price list scheduled to be charged to the
         Distributor for the Products is set forth in Annex 3. If requested by
         Distributor, Rubicon Medical will make drop shipments to Distributor's
         customers in the Territory, in which case Rubicon Medical will prepay
         freight (and insurance) to destinations in the Territory, and add the
         freight (and insurance) to its invoices. In the event that Rubicon
         Medical makes such drop shipments, receipt at customs will constitute
         delivery per the terms of this agreement.

         6.2 Rubicon Medical may revise its prices for Products upon sixty (60)
         days prior written notice to Distributor.

         6.3 Distributor will open an account and pay in U.S. currency by net
         ninety (90) days after Rubicon Medical's invoice date. All payment
         hereunder shall be made in the United States and in United States
         dollars. Distributor will furnish Rubicon Medical with its most recent
         financial statements on request.

         6.4 Distributor shall pay any applicable sales tax, export tax, import
         tax, value added tax, duties and any similar taxes and charges relating
         to Products, and shall be responsible for shipment of Products and all
         expenses thereof after they are delivered to Distributor F.O.B. Rubicon
         Medical's United States factory or warehouse, but Rubicon Medical may,
         upon request, arrange for shipment and prepay freight (and insurance)
         as in section 6.1.

         6.5 Distributor shall submit per request by Rubicon Medical at the
         beginning of each calendar quarter a forecast of its requirements for
         Products for the next six month period.

7. Orders.

         7.1 All orders for Products by Distributor shall be initiated by
         Distributor's issuance of a written purchase order sent via facsimile
         or air mail. Such orders shall state unit quantities, unit
         descriptions, requested delivery dates and shipping instructions.
         Acceptance by Rubicon Medical of an order shall be indicated by written
         acknowledgment thereof by Rubicon Medical within five (5) business days
         following receipt of each order. All different or additional terms or
         conditions in Distributor's purchase order, acknowledgment or other
         similar document shall not add to or modify terms of this Agreement.
         Rubicon Medical shall have the right to cancel any order placed by
         Distributor or to refuse or delay shipment thereof if Distributor fails
         to make any payments as provided herein or otherwise agreed to by
         Rubicon Medical. Distributor may cancel an order for standard Products
         normally kept in Rubicon Medical's inventory which Rubicon Medical has
         accepted only by providing written notice to Rubicon Medical prior to
         the shipment or any part thereof and by paying such reasonable
         cancellation charge requested by Rubicon Medical. Distributor may not
         cancel an order for non-inventory Products or custom-made Products
         which Rubicon Medical has accepted unless confirmed in writing by
         Rubicon Medical and by paying such reasonable cancellation charge,
         including but not limited to tooling and works-in-progress expenses
         requested by Rubicon Medical.

         7.2 Orders will be binding upon Rubicon Medical only when accepted and
         approved in writing by an authorized representative of Rubicon Medical.
         All such orders will be for delivery F.O.B. Rubicon Medical's factory

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         or warehouse in the U.S.A. and will be subject to Rubicon Medical's
         standard terms and conditions in effect as of the shipment date, to the
         extent that such terms and conditions do not conflict with this
         Agreement, in which case this Agreement shall govern.

8. Product Warranty.

         8.1 Rubicon Medical shall extend to Distributor its published limited
         warranties for Products as the same may be modified by Rubicon Medical
         from time to time, and Rubicon Medical warrants to Distributor that
         Products sold to Distributor will at all times comply with the
         requirements of, and regulations adopted pursuant to, the U.S. Federal
         Food, Drug and Cosmetic Act specifically related to the Products.
         Rubicon Medical makes no other warranty, express or implied. RUBICON
         MEDICAL'S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY SHALL BE, AT
         RUBICON MEDICAL'S SOLE ELECTION, TO EITHER REPLACE THE RELEVANT PRODUCT
         OR REFUND DISTRIBUTOR'S PURCHASE PRICE FOR SUCH PRODUCT AND TO PAY FOR
         DISTRIBUTOR'S INCIDENTAL DAMAGES WHICH, FOR THE PURPOSE OF THIS
         AGREEMENT, SHALL BE LIMITED TO THE NECESSARY EXPENSES OF DISTRIBUTOR
         INCURRED IN THE INSPECTION, RECEIPT, TRANSPORTATION, RECALL FROM
         CUSTOMER, CARE AND CUSTODY OF GOODS.

         8.2 Rubicon Medical will provide, when requested by Distributor,
         certification that, to the best of its knowledge, it is in compliance
         with all statutes, rules and regulations and relevant orders of the
         United States relating to the manufacture, use, distribution and sale
         of Products.

         8.3 THE WARRANTIES SET FORTH OR REFERRED TO IN THIS ARTICLE 8 ARE
         INTENDED SOLELY FOR THE BENEFIT OF DISTRIBUTOR AND MAY NOT BE MADE TO
         DISTRIBUTOR'S CUSTOMERS. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF
         ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED
         AND EXCLUDED BY RUBICON MEDICAL, INCLUDING WITHOUT LIMITATION ANY
         WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

         8.4 Distributor will make no representations or warranties with respect
         to the Products.

9. Confidentiality.

         9.1 Each party agrees not to divulge to any third party and not to use,
         except for the purposes contemplated by this Agreement, any information
         of a confidential nature disclosed to that party by the other party to
         this Agreement. Such information shall be deemed to include, but not to
         be limited to, technical information and data, commercial information
         and know-how, price structure, costs, administration and operations
         information, any business or technical information potentially useful
         to a competitor either in the Territory or in any other market, whether
         or not such information relates to Products or the business operations
         of the disclosing party. These confidentiality and use limitation
         provisions shall not apply to the extent that (a) the disclosed
         information is in the possession of the receiving party prior to the
         time of the disclosure; or (b) the information is at the time of
         disclosure or thereafter becomes public knowledge through no fault or
         omission of the receiving party hereunder; or (c) the information is
         lawfully obtained by the receiving party from a third party under no
         obligation of confidentiality to the disclosing party hereunder.

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         9.2 All technology, technical and commercial information, data,
         processes, know-how, and trade secrets furnished by Rubicon Medical to
         Distributor shall remain the property of Rubicon Medical, and
         Distributor shall not acquire any proprietary rights or other interests
         therein.

10. Intellectual Property Rights.

         10.1 Distributor agrees to submit to Rubicon Medical for prior written
         approval examples of promotional literature, advertising, and technical
         narrative in which any Rubicon Medical trademark, trade name, slogan,
         or logo is used. Distributor shall not register or use any of Rubicon
         Medical's trademarks, trade names, slogans, logos or packaging designs
         (or any similar trademarks, trade names, slogans, logos or packaging
         designs) except as specifically authorized in writing in advance. Sale
         by Distributor of Products in the packages in which they were shipped
         shall not be considered use for this purpose.

         10.2 Should Distributor become aware of the fact that a third party has
         infringed upon the patent rights, trademarks or trade names of Rubicon
         Medical or that such rights, trademarks or trade names are likely to be
         infringed, Distributor shall inform Rubicon Medical of the facts and at
         the same time shall make reasonable efforts to assist Rubicon Medical
         in prevention and/or remedy of such infringement. Rubicon Medical shall
         have no obligation to Distributor under this Agreement to prevent or
         remedy any such infringement.

         10.3 In the event that it becomes necessary or desirable for Rubicon
         Medical to prove use of any of its trademarks, trade names, slogans, or
         logos which appear on the Products, Distributor will cooperate with
         Rubicon Medical in obtaining such proof, and upon request will provide
         Rubicon Medical with such evidence of use as the authorities in the
         Territory may require. Distributor shall assign to Rubicon Medical,
         without compensation, all rights of record or otherwise that
         Distributor has obtained or may obtain with respect to any Rubicon
         Medical trademark, trade name, slogan, logo or packaging design and
         shall take such other action as Rubicon Medical may require in order to
         confirm Rubicon Medical's ownership thereof.

         10.4 Upon cancellation or termination of this Agreement, Distributor
         shall immediately stop using any of Rubicon Medical's trademarks, trade
         names, slogans, logos or packaging designs and any language stating or
         suggesting that Distributor is a distributor for the Products.

         10.5 Rubicon Medical reserves the right to suspend performance or to
         cancel this Agreement if it believes that the manufacture, sale or use
         of any Products sold hereunder may infringe any United States or
         foreign patent, or other industrial property right.

11. Force Majeure. No liability shall result from the delay in performance or
nonperformance (other than the obligation to pay for Products shipped) caused by
force majeure or circumstances beyond the reasonable control of the party
affected, including, but not limited to, Acts of God, fire, flood, war, embargo,
any United States or foreign government regulation, direction or request,
accident, labor trouble, or shortage of, or inability to obtain material,
equipment, or transport.

12. Termination. This Agreement shall be terminable or shall terminate, as the
case may be, prior to the expiration of the Term or any renewals thereafter, if
and when any of the following events occur:

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         12.1 Rubicon Medical may terminate this Agreement immediately upon
         written notice to the Distributor if the Distributor fails to cure a
         breach of its obligation hereunder within thirty (30) days of
         Distributor's receipt of written notice from Rubicon Medical. Failure
         to cure such breach within the thirty (30) day period, shall entitle
         Rubicon Medical to terminate this Agreement by giving written notice to
         the Distributor, effective upon the receipt of said written notice by
         the Distributor.

         12.2 Rubicon Medical may terminate this Agreement immediately by
         written notice to Distributor and reject, or revoke acceptance of, any
         orders for Products not then in the custody and control of the
         Distributor if Distributor engages in any act, practice or omission
         that threatens the health or safety of users of the Products or their
         patients, or that impairs or imminently threatens to impair the
         goodwill associated with the trademarks.

         12.3 This Agreement shall be terminated automatically upon the
         Distributor's cessation of business, election to dissolve, dissolution,
         insolvency, failure in business, commission of an act of bankruptcy,
         general assignment for the benefit of creditors, or filing of any
         petition and bankruptcy or for relief under the provisions of the
         bankruptcy laws of any country.

         12.4 This Agreement may be terminated immediately, at the sole option
         of Rubicon Medical, in the event that the Distributor without the prior
         written approval of Rubicon Medical assigns this agreement or merges,
         consolidates or sells all or substantially all of its assets or if
         there is a change in more than fifty percent (50%) of the stock
         ownership of the Distributor.

         12.5 Rubicon Medical may terminate this Agreement in the event that a
         law, decree or regulation is enacted or adopted by any governmental
         authority which would impair or restrict in any manner whatsoever the
         right of Rubicon Medical to terminate or elect not to renew this
         Agreement; provided, however, that such termination shall not take
         effect until the day prior to the effective date of the aforementioned
         law, decree or regulation.

         12.6 Rubicon Medical may terminate this Agreement upon Distributor's
         receipt of written notice if Distributor offers for sale, sells,
         advertise or promotes any Products or services in competition with
         those offered by Rubicon Medical.

         12.7 Rubicon Medical may terminate this Agreement upon Distributor's
         receipt of written notice if Distributor does not take orders for at
         least 75% of quota established pursuant to Annex 3 during the period
         set forth on Annex 3.

         12.8 In case of termination all sterile, undamaged inventory will be
         returned and a credit issued for landed cost (including shipping and
         customs) against any outstanding invoices or funds reimbursed if no
         outstanding invoices exist.

13. Applicable Law and Dispute Resolution.

         13.1 This Agreement shall be subject to and governed by the laws of the
         State of Utah, USA. The United States Convention on Contracts for the
         International Sale of Goods shall not apply to this Agreement.

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         13.2 In the event a dispute arises between the parties as to the
         performance or interpretation of any of the provisions of this
         Agreement, or as to matters related to but not covered by this
         Agreement, the parties shall first attempt to find a mutually agreeable
         solution by consultation in good faith. If the matter has not been
         resolved by the parties within thirty (30) days of their first meeting
         to resolve a dispute, then such dispute shall be determined finally by
         arbitration in accordance with the International Arbitration Rules of
         the American Arbitration Association. The place of arbitration shall be
         Salt Lake City, Utah, USA, and the language of the arbitration shall be
         English. The arbitration tribunal shall consist of a single arbitrator,
         unless either party requests a tribunal of three arbitrators. If three
         arbitrators are requested, each party shall appoint an arbitrator, and
         the arbitrators appointed by the parties shall designate a third
         arbitrator (and if they fail to agree on a third arbitrator within
         fifteen (15) days after they are both appointed, the third arbitrator
         shall be appointed by the Administrator of the American Arbitration
         Association). The arbitrator(s) shall apply the substantive law of the
         jurisdiction specified in section 13.1. The costs and expenses of any
         such arbitration, including reasonable attorneys' fees, shall be borne
         as determined by the arbitrators. Judgment upon the award of the
         arbitrator may be entered in any court having jurisdiction thereof. The
         parties acknowledge that this Agreement and any award rendered pursuant
         to it shall be governed by the 1958 United Nations Convention on the
         Recognition and Enforcement of Foreign Arbitrage Awards. Pending the
         submission to arbitrators and thereafter until the arbitrator(s)
         renders the award, the parties shall, except in the event of
         termination, continue to perform all their obligations under this
         Agreement without prejudice to final adjustment in accordance with the
         award. Nothing herein shall prevent any party from seeking injunctive
         relief from any court of competent jurisdiction, in order to preserve
         assets, prevent irreparable harm or as otherwise appropriate.

14. Claims; Indemnity.

         14.1 Given the fact that Distributor is not liable for any incidental
         or consequential damages arising from the use of the Products, if any
         claim is made or any suit or action is instituted against Distributor
         arising out of or otherwise in connection with any defect or alleged
         defect of Products sold by Rubicon Medical to Distributor under this
         Agreement, Rubicon Medical shall, at its own expense and upon request
         by Distributor: (i) investigate or research the causes of accidents,
         occurrences, injuries or losses affecting any person or property as a
         result of the manner in which the Products are designed, manufactured,
         treated, packaged, labeled, delivered, sold or used, and use its best
         efforts to correct or eliminate such causes within a reasonable period;
         and (ii) provide Distributor any and all assistance (including, without
         limitation, technical and other information, legal assistance,
         documents, data, materials and witness) which are, in the opinion of
         Distributor, necessary or useful for Distributor's defense to such
         claim, suit or action in relation to the Products sold by Rubicon
         Medical to Distributor hereunder.

         14.2 Each party agrees to indemnify, defend and hold the other party
         and its officers, directors, employees, agents, successors, and assigns
         harmless from and against any and all claims made by any third party
         (and all attorneys' fees incurred or threatened to be incurred by the
         party entitled to indemnity) arising out of the manufacture,
         processing, marketing, distribution and sale of the Products, where and
         to the extent such damages are alleged to have been caused by the fault
         of such indemnifying party or its officers, directors, employees,
         agents, successors and assigns. The indemnifying party under this
         section 14.2 shall be relieved of its obligation unless the indemnified
         party: (i) gives the indemnifying party written notice of such claim as
         soon as reasonably practicable; and (ii) cooperates in the defense of
         such claim at the expense of the indemnifying party.

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15. Notice. Any notice required or permitted herein may be hand delivered, sent
by facsimile transmission, or sent by postage prepaid registered airmail -
return receipt requested, properly addressed to the party to be notified at the
address set forth in the first paragraph of this Agreement or at the last known
address given by such party to the other party, and shall be deemed delivered
when hand delivered or transmitted by facsimile, or when sent by registered
airmail, on the earlier of the date received or ten (10) days after the date
mailed.

16. General Conditions.

         16.1 This Agreement shall be executed in duplicate but shall not be
         binding upon Rubicon Medical until a copy, signed by the Distributor,
         is executed by Rubicon Medical.

         16.2 If registration of this Agreement with governmental authorities is
         required by the laws of the Territory, Distributor shall timely comply
         with such registration requirements and provide proof of such
         compliance to Rubicon Medical.

         16.3 This Agreement supersedes all existing Agreements or arrangements
         by and between Rubicon Medical and Distributor relating to the subject
         matter hereof, whether written or oral, and all such prior Agreements
         or arrangements are hereby deemed terminated by mutual consent of the
         parties.

         16.4 In the event any provision of this Agreement is deemed to be
         unenforceable by the arbitrator or arbitrators appointed pursuant to
         Section 13.1 hereof, or if, notwithstanding such arbitration provision,
         a party seeks and is successful in obtaining the valid jurisdiction of
         a court which rules that any provision of this Agreement is legally
         invalid, then the same shall not affect the enforceability of any other
         provision of this Agreement.


Rubicon Medical, Incorporated                        NGC Medical Spa


By  /s/ Phillip J. Carter                            By  /s/ Paolo Cremascoli
--------------------------------                     ---------------------------
Name Phillip J. Carter                               Name Paolo Cremascoli
Title V. P., Marketing & Sales                       Title CEO
Date: February 9, 2004                               Date: 9 February 2004

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