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                      This  Agreement for Urinalysis Equipment, Related Supplies, and Service (the "Agreement"),  effective as of April 1, 2002 (the "Effective Date"), is between Broadlane,  Inc., a Delaware corporation with offices at 13727 Noel Road, Suite 1400, Dallas,  Texas 75240 ("Broadlane"), and DiaSys Corporation, a Delaware corporation with  offices at 81 West Main Street, Waterbury, CT 06702-2115 ("Supplier").                         Broadlane  operates a group-purchasing program through which Broadlane negotiates contracts  for certain Products on behalf of health care providers (including hospitals,  physician offices, nursing homes, ambulatory surgery centers, home care agencies,  diagnostic imaging centers, long-term care facilities, etc.) that designate  Broadlane as their group-purchasing agent (the "Members"). Member also includes  a parent corporation of a health care provider or third party agent that enters  into an agreement with Broadlane designating Broadlane as the purchasing agent  of the health care provider.                         Supplier  is a vendor of the products and services listed on Exhibit A (the "Products")  and desires to enter into this Agreement to allow the Members to purchase the  Products.                        Supplier also desires to access the private electronic marketplacecreated and maintained by Broadlane (the "Broadlane Exchange") so that Suppliercan sell products, equipment and services to Member (including, but not limitedto, the Products) through an Internet site, an integrated ERP, or other electronicmeans.                       Inconsideration of the mutual conditions and agreements set forth in this Agreement,and for good and valuable consideration, the adequacy and receipt of which areacknowledged, Broadlane and Supplier agree that Supplier shall provide Productsto Members under the following terms and conditions: **SECTION 1   TERM OF AGREEMENT**                      ThisAgreement remains in effect for a period of five years, commencing on the EffectiveDate and expiring on March 31, 2007 (the "Term"), unless terminated earlier asprovided in this Agreement. **SECTION 2   PARTICIPATION****2.1                 Qualificationfor Participation.** Members (including entities that become Members after theEffective Date) may purchase Products pursuant to the terms of this Agreement.Any Member that withdraws or is terminated from Broadlane membership may not purchaseProducts pursuant to the terms of this Agreement. **2.2                 Listof Broadlane Members.** Broadlane shall provide Supplier with a list of Members(in electronic format) as of the Effective Date, and shall provide regular updates.**2.3                Terminationof Existing Contracts.**Any Member that wishes to purchase Products under thisAgreement may, at its option and without any penalty or cost, terminate any existingcontract or other arrangement with Supplier for the same Products. Supplier shallnot directly or indirectly contract with any Member for Products. **2.4                 Responsibilityand Liability.** Each Member is liable directly to Supplier for all paymentsand any other obligations with respect to Products. Supplier is solely responsiblefor invoicing Members for Products. Except as set forth in this Agreement, Broadlanehas no liability, responsibility, or performance obligations to Supplier relatingto any Products. **SECTION 3   ELECTRONIC COMMERCE****3.1                 Executionof Broadlane Exchange Supplier Agreement.**Unless Supplier has an existingBroadlane Exchange Supplier Agreement ("BESA"), Supplier shall execute a BESAin a form mutually agreeable to Supplier and Broadlane within 60 days of the datethat Broadlane notifies Supplier of its intention to integrate Supplier to theBroadlane Exchange. The BESA will require Supplier to pay to Broadlane a servicefee equal to 1% of the price of all of Supplier's equipment, products, and servicespurchased through Broadlane's Internet site, through ERP systems of entities thatuse the Broadlane Exchange, or through any other electronic means. The BESA appliesto all purchases from Supplier by entities that sue the Broadlane Exchange, whetheror not they are purchases of Products. **3.2                 Useof Broadlane Exchange.**Upon the execution of the BESA, Supplier shall usethe Broadlane Exchange as one of its e-commerce solutions. Supplier shall permitBroadlane to integrate Supplier's order fulfillment system into the BroadlaneExchange so that transaction sets may be electronically transmitted to and fromSupplier through the Broadlane Exchange. **3.3                 Allocationof Costs.**Broadlane is solely responsible for the costs of integration, includingthe labor costs associated with any third party consultants retained by Broadlane.Supplier is solely responsible for the costs of any and all services, hardware,and software required for Supplier's order fulfillment system applications tointerface properly with the Broadlane Exchange. Supplier is solely responsiblefor the cost of maintenance, monitoring, and support of all components withinSupplier's domain including, but not limited to, Supplier's third party services(VAN or other), hardware, software, order fulfillment system, and customer services.**3.4                 Remedyif Supplier Does Not Execute BESA.** If Supplier has not executed the BESA withinthe timeframe required by Section 3.1 above, Broadlane has the right to cancelthis Agreement upon 30 days prior written notice. **SECTION 4 PRICING, ORDERING, AND DELIVERY****4.1                 Pricingand Payment.****                      **4.1.1     Firm Pricing. The prices for each of theProducts that Supplier will offer for sale to Members under this Agreement areset forth on Exhibit A. Supplier shall not increase these prices during the Term.**                      **4.1.2     Pricing and Other Data. Supplier shall provideBroadlane with pricing information in an EDI 832 equivalent format, or in Excelformat set forth under Section I of Exhibit B. Broadlane and Supplier shall mutuallyagree upon the method of transmission of this pricing data. In addition, Suppliershall provide the cross-reference file layout, product attributes file layout,and product categorization file layout information set forth in Sections II, III,and IV of Exhibit B. **                      **4.1.3     Pricing on New Products. If Supplier beginsto sell a similar product not listed on Exhibit A, Supplier shall notify Broadlanewithin 30 days of governmental approval or Supplier's release of the product.Broadlane and Supplier shall promptly amend Exhibit A to add the new Product(s)at a mutually agreed upon price. **                      **4.1.3     Favorable Pricing. The Prices, terms, andconditions under this Agreement must be equal to or better than those offeredto most favored, or similarly situated customer of Supplier, except the federal,state, or local government. If Supplier is not in compliance, Broadlane and Suppliershall amend this Agreement to provide the more favorable terms. 4.2 Distribution.If any Products are purchased through an authorized distributor, all taxes, ordering,and delivery terms are governed by the applicable terms of the Member's agreementwith the distributor. **4.3                 Taxeson Direct Purchases.**Supplier shall calculate and pay any applicable localand state sales tax or other taxes with respect to the direct purchase of Products.Unless the applicable Member is tax-exempt, these taxes may be billed to the Memberif correctly and accurately reflected on the invoice. **4.4                 Orderingand Delivery for Direct Purchases.****                      **4.4.1     Purchase Orders. Member may place purchaseorders for Products through the Broadlane Exchange, an authorized distributor,by telephone, telecopier, or through electronic order entry directly through Supplierat:  DiaSys Customer Service       81 West Main Street       Waterbury, CT 06702-2115       Telephone: 800.360.2003      Fax: 203.755.5083       e-mail: sales@diasys.com **                      **There are no minimum order requirements for Products, however order may only beplaced in Supplier's standard sale unit of measure. **                      **4.4.2     Payment. Payments for Products are due fromMembers within 30 days of receipt of the invoice, with a 2% additional discountif payment is received within 10 days after receipt of the invoice 92% 10; net30). **                      **4.4.3     Delivery. Products must be delivered to theMember's place of business or any other location specified by Member not morethan 30 days after Supplier's receipt of the Member's order for Product, unlessa later date is requested by Member. Except as otherwise set forth on ExhibitA, all prices set forth on Exhibit A exclude shipping. Upon Member's written request,Supplier will ship Products "freight collect" to Member using the carrier andbilling information provided by Member. The risk of loss of the Products doesnot pass to the Member until delivery of the Products to Member. **                      **Supplier shall use its best efforts to assist any Member in finding alternativeacceptable sources for any Product that Supplier cannot deliver according to thisguaranteed delivery time. **                      **4.4.4     Returns. Members may return Products soldby Supplier in accordance with Supplier's return policy, set forth on ExhibitC. Supplier shall not charge any restocking fee and Supplier shall pay all returnshipping costs unless the Member ordered or returned the Product in error. **SECTION 5   ADMINISTRATIVE FEES****5.1                 Calculation of Administrative Fees.**On a monthly basis, Supplier shall payBroadlane a fee (the "Administrative Fee") equal to 3% of the aggregate amountpaid by all Members for all Products purchased during the prior calendar month,less any credits and returns. Supplier shall pay the Administrative Fee no laterthan 30 days after the end of each applicable calendar month. **5.2                 MonthlyReporting.** Accompanying the Administrative Fee payment, Supplier shall provideBroadlane with monthly reports of all Products purchased by each Member. Eachreport must include: (i) the start and end dates of the reporting period; (ii)each Member's name, address and HIN or DEA number or both (as provided on a BroadlaneMember list); (iii) sales volume per contract (subtotaled by Member) for the reportingperiod; and (iv) the Administrative Fees earned by Broadlane during the month(subtotaled by Member). All monthly reporting documentation must be provided inthe electronic format as detailed in Exhibit D. **SECTION 6   TERMINATION****6.1                 Termination for Breach or Ineligibility.**In the event of a material breachof this Agreement (including any failure to pay Administrative Fees), the non-breachingparty shall notify the breaching party in writing of the specific breach and shallrequest that it be cured. If the breaching party does not cure the breach within30 days of the notice, the non-breaching party may terminate this Agreement bysending written notice to the breaching party. Broadlane may immediately terminatethis Agreement if Supplier or any of Supplier's key personnel is convicted ofan offense related to health care or listed by a federal agency as being debarred,excluded, or otherwise ineligible for federal program participation. **6.2                 Effectof Termination.** The termination of the Agreement by either party does notexcuse either party from performing any duty or obligation assumed under the Agreementbefore termination, nor does termination have the effect of waiving any righteither party may have to obtain performance or preclude the non-breaching partyfrom pursuing any and all remedies available to it at law or equity. **SECTION 7   MISCELLANEOUS****7.1                 Broadlane's Standard Terms and Conditions.**Broadlane's Standard Terms andConditions are attached as Exhibit E. **7.2                 ProductSpecific Terms and Conditions.** Additional Terms and Conditions related tothe specific Products covered by this Agreement are attached as Exhibit F**7.3                 Conditions of Proposal.** Any conditions contained inBroadlane's request for proposal for this Agreement not expressly excluded fromSupplier's final proposal that was accepted by Broadlane are incorporated intothis Agreement by reference. **7.4                 Controlling Terms.** In the event of a conflict between this Agreement and anyother writing or correspondence between Supplier, Broadlane, and/or any Member,the terms of this Agreement control. In the event of any internal conflict ofterms within this Agreement, the term found in the part of this Agreement firstlisted below controls: The main body of the Agreement; Exhibit E (Broadlane'sStandard Terms and Conditions); Exhibit F (Standard Terms and Conditions - Lab& Lab Equipment); Exhibit A (Products and Pricing); Exhibit B (Broadlane PricingRequirements); Exhibit D (Sales Data Report Format; Exhibit C (Supplier's ReturnPolicy); Exhibit G (Supplier's Product Warranties); any other exhibits providedto Broadlane by Supplier. **7.5                 Entire Agreement.**This Agreement may be executed in any number of counterparts,each of which is deemed an original but all of which constitute the same instrument.This Agreement, including all exhibits and attachments (all of which are incorporatedin this **                      **Agreement by reference), constitutes the entire agreement on this subject andsupersedes all previous and contemporaneous communications, representations, oragreement regarding the referenced subject matter. This Agreement may not be modifiedorally, and no modification, amendment, or supplement is binding unless it isin writing and signed by authorized representatives of Broadlane and supplier.**                      **The undersigned duly authorized representatives of the parties have executed thisAgreement as of the date written below. **Broadlane, Inc.****DiaSys Corporation************By:________________________****By:________________________************Printed Name: Michael Berryhill****Printed Name: Todd M. DeMatteo********Its: President and CEO**Date_______________________ Date_______________________