DiaSys Corporation - Exhibit 10.20




EXHIBIT 10.20 


INTERNATIONAL DISTRIBUTOR AGREEMENT







AGREEMENT ("Agreement") effective 20th June 2005 , by and between Cooplab,Crl
together with its affiliates and subsidiaries ("Distributor") and DiaSys Europe
Ltd, Unit 5, The Sapphire Centre, Fishponds Road, Wokingham, Berkshire RG41 2QL
England ("DiaSys"). 




	1 	BUSINESS FRAMEWORK 
	 	 
	1.1 	Products - This Agreement pertains to
      DiaSys diagnostic products, proprietary workstations ("Workstations") under
      the brand names R/S 2005 and FE5 and their replacement parts and accessories
      ("Spares"), Consumables, Parasep, RapydTests and all other DiaSys products,
      all as further listed on the attached Schedule A. 
	 	 
	1.2 	Business Purpose - Distributor hereby
      agrees to actively promote all products in the ("Territory") or as such
      Territory is mutually defined and is described on Schedule B and Schedule
      C. Promotion, by way of example only, means that Distributor will: 


 


	 	(a) 	Direct its sales personnel and agents to actively
      recommend use of all products to their current and prospective customers.
      
	 		
	 	(b) 	Periodically present all Diasys products in
      Distributor's news bulletins and press releases where appropriate. 
	 		
	 	(c) 	Exhibit all DiaSys products at appropriate
      trade shows within the Territory. 
	 		
	 	(d) 	Include all DiaSys products in Distributor's
      clinical advertising. 
	 		
	 	(e) 	Demonstrate all DiaSys products as and when
      requested by potential customers. 
	 		
	 	(f) 	Import diagnostic products, workstations, spares
      and other DiaSys products in reasonable quantity to meet the needs of and
      support its active and prospective customers in the Territory. 
	 		
	 	(g) 	Install Workstations and other DiaSys products
      and train customers in their proper use and maintenance and 
	 		
	 	(h) 	Service Workstations and other DiaSys products
      as and when required. 


 


		
	1.3 	Non-exclusive Appointment - DiaSys hereby
      appoints Distributor its non-exclusive sales and service agent in the Territory,
      as stated on the attached Schedule B, in furtherance of the Business Purpose,
      provided the Distributor refrains from seeking customers, and from establishing
      any branch offices, and from obtaining any distribution depot outside the
      Territory in relation to all DiaSys Products. 
	 	 
	1.4 	Business Relationship - The relationship
      between DiaSys and Distributor created by this Agreement is that of seller-buyer
      exclusively. Neither Party shall have authority, expressed nor implied,
      to assume or create any obligation on behalf of the other and neither shall
      have authority to represent the other in a capacity other than that expressly
      provided herein. 
	 	 
	1.5 	Certifications - At no cost to Distributor,
      DiaSys shall apply for certifications and/or government approvals reasonably
      necessary to import and sell Workstations and other Diasys products in the
      Territory. At no cost to DiaSys, Distributor shall assist DiaSys in identifying
      and obtaining 
	 	 








 


		necessary applications, providing translations
      where necessary, filing the application and monitoring the certification
      or approval process. 
	 	 
	1.6 	Term - This Agreement shall expire on
      30th June 2006 unless extended upon the written agreement of the parties
      or terminated by either party due to an unresolved breach by the other.
      
	 	 
	1.7 	Termination or Cancellation of Exclusivity
      - Should the Distributor fail to order and/or take delivery of at least
      €5000 in any six-month period, DiaSys may, upon thirty (30) day written
      notice, elect, in its sole discretion, to terminate this Agreement. 
	 	 
	2. 	TRAINING AND TECHNICAL SUPPORT 
	 	 
	2.1 	Initial Training - At no charge to Distributor,
      DiaSys shall provide a sales and service training course at a Distributor
      facility for up to six Distributor employees. Each party shall be responsible
      for the travel and entertainment expenses of its respective employees. 
	 	 
	2.2 	On-Going Training - On-going training
      will be conducted by DiaSys generally at no additional cost to Distributor
      so long as DiaSys can reasonably accommodate the place of training and frequency
      of requests in DiaSys' travel plan. Each party shall be responsible for
      the travel and entertainment expenses of its respective employees. 
	 	 
	2.3 	Technical Support - At no additional
      cost to Distributor, DiaSys shall provide Distributor with unlimited technical
      support by telephone, facsimile and/or E-mail during DiaSys normal working
      hours. 
	 	 
	2.4 	Marketing and Technical Bulletins -
      DiaSys shall, at no charge, provide Distributor with technical, advisory
      and marketing materials developed for Workstations and other DiaSys products
      in quantities and at times reasonably requested. At Distributor's request,
      DiaSys shall make available camera-ready copy for all non-textual artwork
      for the above materials. 
	 	 
	2.5 	English Language - All training courses,
      technical assistance and reading materials shall be in the English language,
      supported by interpretations and translations provided by Distributor. 
	 	 
	3. 	PRICE, ORDERS, DELIVERY, INVOICING, PAYMENT
      
	 	 
	3.1 	Price - The purchase price for DiaSys
      Diagnostic products, Workstations, Spares and other products is set forth
      in the attached quotation. All prices are quoted in Euros (€) and do not
      include costs of service, applicable insurance costs, transportation charges,
      excise taxes, value-added taxes, sales or use taxes, and charges for shipment,
      rigging, drayage, and other applicable delivery charges or taxes. 
	 	 
	3.2 	Purchase Orders And Acceptance - All
      orders shall be in writing and shall set forth Product type, price, quantity,
      requested date of delivery, specific carrier and other such order-related
      terms ("Order"). DiaSys shall accept or reject each Order in writing within
      five (5) business days following receipt. DiaSys' failure to reject an order
      shall constitute acceptance. No term or condition of any Order or acceptance,
      which adds to or changes this Agreement, shall be legally binding on the
      parties unless intended and entitled an amendment to this Agreement. 
	 	 
	3.3 	Initial Order - Upon commencement of
      this Agreement, Distributor shall order Products in quantities reasonably
      required for adequate sales training and customer demonstrations. DiaSys
      shall provide Distributor with the lowest available price for such Products
      regardless of quantity. 
	 	 













	3.4 	Delivery - All Products are delivered
      F.O.B. DiaSys ("Delivery"). DiaSys may prepay and invoice Distributor separately
      for the cost of shipping, insurance, and similar expenses. 
	 	 
	3.5 	Invoices - DiaSys shall invoice Distributor
      upon Delivery. DiaSys will send its invoices to Distributor's Accounts Payable
      department by facsimile. 
	 	 
	3.6 	Payment Terms - Distributor shall pay
      for the Initial Order by wire transfer of funds prior to Delivery. Thereafter
      Distributor shall pay each invoice for any subsequent Delivery within strictly
      30 days following receipt of such invoice. Payment shall be by wire transfer
      of funds to DiaSys' bank depository. DiaSys reserves the right to require
      a letter of credit to be posted or other evidence of secured payment established
      prior to shipment of any Products under any Order. Distributor agrees that
      it shall reimburse DiaSys for any costs of collection including court costs,
      solicitor's fees and travel expenses. 
	 	 
	4. 	WARRANTIES 
	 	 
	4.1 	No Defects - DiaSys hereby warrants
      that at the time of Delivery to the distributor, all Workstations purchased
      hereunder shall be free from defects in materials and workmanship and shall
      conform to the specifications published by DiaSys ("Warranty") for a period
      of One (1) year commencing at date of Delivery to the distributor ("Warranty
      Period"). 
	 	 
	4.2 	Service And Repair 
	 	 


 
		(a) 	In-Warranty. Distributor shall provide
      trouble shooting and technical support to its customers in the Territory.
      In the event that a Workstation or Spare is found to be defective during
      the Warranty Period, Distributor shall replace such Workstation or Spare
      from its parts depot and hold such defective Workstation or Spare for DiaSys'
      instructions together with: 
	 	 	 


 
	 	 	i 	the name and address of Distributor's
      sales/service person to contact with questions concerning the Workstation
      or Spare;
	 	 	 	 
	 	 	ii 	 a description of the defect in
      the Workstation or Spare; and, 
	 	  	  	  
	 	 	iii 	a description of any remedial
      measures taken in the field to repair such Workstation or Spare. DiaSys,
      upon such inspection, shall reasonably determine whether such Workstation
      or Spare is defective under Warranty. If under Warranty, DiaSys will repair
      or replace such defective Workstation or Spare at no cost to Distributor.
      
	 	 	 	 


		(b) 	Out-Of-Warranty. If Distributor requests
      DiaSys to repair or replace any Workstation or Spare after the Warranty
      Period has expired, Distributor shall pay all costs for such services including
      but not limited to all shipping costs from and to Distributor's facility
      where it is located. Distributor may elect to repair a Workstation, which
      is out of warranty, or to provide for such service through an independent
      third party. Upon such election, DiaSys will provide Distributor with assembly
      and service drawings for Workstations and Spares. All such Spares required
      by Distributor for repair of Workstations shall be purchased from DiaSys.
      Notwithstanding anything to the contrary contained herein, any repair or
      replacement performed by Distributor or such third party shall be effected
      by replacing Spares only and shall expressly exclude repairs or replacement
      of "chips" and/or "board-level" components and/or modification to the software
      or firmware of any Workstation or Spare. 




 








	4.3 	Limitation - This Warranty is void if
      any party fails to maintain electrical power and environmental conditions
      described in DiaSys' published specifications or instructions, or if the
      Workstation or Spares, or any part thereof, have been subject to any unauthorised
      modification or use, accident, neglect, misuse, use of unauthorised software
      or media, tampering, or any event other than ordinary and/or authorised
      use. 
	 	 
	4.4 	Implied Warranty - Except as stated
      in this Section D, all guarantees, warranties, conditions, and representations,
      either expressed or implied, including but not limited to implied warranties
      of merchantability and fitness for a particular purpose, are expressly excluded.
      
	 	 
	 	 
	5. 	CONFIDENTIAL INFORMATION 
	 	 
	5.1 	Confidential Information - Each of the
      parties and any affiliate, as appropriate, shall take such steps as are
      reasonably required (including without limitation such steps as such party
      takes to protect its own proprietary information) to protect confidential
      and/or proprietary information supplied or revealed to it by the other party
      pursuant to this Agreement and shall not use such information except pursuant
      to this Agreement. Any confidential and/or proprietary information shall
      be in writing and clearly designated Confidential, or if initially disclosed
      orally, confirmed in writing as Confidential within thirty (30) days of
      disclosure. 
	 	 
		Nothing in this Section E shall be construed
      to impose a confidentiality obligation on a party or its affiliates in connection
      with any information to the extent such information: 


 


	 	(i) 	is at the time of disclosure already
      known to the receiving party (as clearly established by such party's records)
      
	 	 	 
	 	(ii)	 is at the time of disclosure
      or subsequently becomes part of the public domain through no fault, act
      or omission of the receiving party
	 	 	 
	 	(iii)	 is subsequently disclosed to
      the receiving party by a third party whose receipt and disclosure of such
      information does not, according to the receiving party's knowledge, constitute
      a violation of any confidentiality obligation; or 
	 	 	 
	 	(iv) 	is independently developed by
      the receiving party. 


 


	 	 
	6. 	GENERAL 
	 	 
	6.1	 Records - The parties agree to maintain
      complete and accurate files, books, and records with respect to the activities
      hereunder and all transactions relating to DiaSys Diagnostic products, Workstations
      or other Products including but not limited to those required by the export/import
      regulations of the United States, the United Kingdom and the agreed territory
      for Distributor. 
	 	 
	6.2 	Limitation Of Damage - In no event shall
      either party be liable to the other for special, indirect and/or consequential
      damages. 
	 	 











	6.3 	 Construction 


 


	 	(a) 	Section headings are included
      for convenience only and are not to be used to construe or interpret this
      Agreement. 
	 	 	 
	 	(b) 	No delay or failure of either
      Party in exercising any right or provision hereunder shall be deemed to
      constitute a waiver or a release of such right or provision. 
	 	 	 
	 	(c) 	The governing law and the place
      of jurisdiction for the settlement of any dispute will be in London,
      United Kingdom, under the laws of England. 
	 	 	 


 
		
		If translated into another language for any
      reason, this English language version shall govern any interpretation or
      application of or dispute regarding the terms of this Agreement. 
	 	 


	 	(d) 	The foregoing represents the entire
      agreement of the Parties with respect to the subject matter hereof. No modification,
      amendment, rescission or other change shall be binding on either Party unless
      and until made in a single writing and signed by a duly authorised representative
      of each Party. 
	 	 	 
	 	(e) 	All attached schedules are incorporated
      and made a part of this Agreement. 
	 	 	 
	 	(f) 	Each provision of this Agreement
      whose effectuation requires survival of such provision beyond termination
      or expiration hereof shall survive without limitation. 
	 	 	 
	 	(g) 	This Agreement shall be binding
      upon all successors-in-interest, assigns, and heirs. 
	 	 	 
	 	(h) 	If, for whatever reason, any part,
      provision or paragraph of this Agreement is adjudicated illegal or in conflict
      with any pertinent and applicable law by a court having competent jurisdiction,
      then that part, provision or paragraph shall be severed from this Agreement
      and the Parties shall be bound under all remaining parts, provision and
      paragraphs herein. 
	 	 	 
	 	 	 




IN WITNESS WHEREOF, the duly authorized officers of the parties
hereto have hereunto set their signatures effective as of the day and year above
written. 




	FOR: Distributor 	FOR: DiaSys Europe Ltd. 
	 	 
	 	 
	 	 
	S/ DR. JOAO R. DE OLIVIERA 	S/ GREGORY WITCHEL 
	 	 
	Title: Director 	Title: Managing Director 
	 	 
	Date: 29 June 2005 	Date: June 30, 2005 
	 	 


 








SCHEDULE A 

  

  

  AUTHORIZED PRODUCT LIST





Cooplab, crl is authorised to sell the following products in accordance with the
terms of DIASYS EUROPE LTD's Distributor Contract: 



Mini-Parasep, no additive, 146000 

Mini Parasep with 2.4mlbuffered formalin, 146200 



Intestinal IQA Kits (CD, Atlas, Slides), 164400 



RS 2005 Urine Sediment Analysis Workstation plus spares parts and assemblies Uriprep
Tubes, RS0215 



Fixatives, stains and reagents 











FOR DIASYS EUROPE LTD: 









Signature: ______________________________ Date: _______________ 









FOR DISTRIBUTOR: 







Signature: ______________________________ Date: _______________ 










SCHEDULE B 

  

  

  TERRITORY





Distributor's Territory is as follows: 



Portugal (Private Diagnostic Laboratory Sector)





































FOR DIASYS EUROPE LIMITED: 









Signature: ______________________________ Date: _______________ 









FOR DISTRIBUTOR: 







Signature: ______________________________ Date: _______________ 














SCHEDULE C 

  

  

  MINIMUM PURCHASES

  

  INITIAL STOCKING ORDER f 

  

  INITIAL STOCKING ORDER

 


	
       

    	
      Specification

    	
      Units

    	
      € Volume

    
	
      Workstation - Urines 

    	
       

    	
       

    	
       

    
	
      Urine Concentrators 

    	
       

    	
       

    	
       

    
	
      FE2 Workstations 

    	
       

    	
       

    	
       

    
	
      Parasite Concentrators 

    	
      Mini Parasep 

    	
      100 

    	
      €5175 

    
	
      Stains 

    	
       

    	
       

    	
       

    
	
      Atlases 

    	
       

    	
       

    	
       

    
	
      Rapyd Tests 

    	
       

    	
       

    	
       

    
	
      Electrophoresis 

    	
       

    	
       

    	
       

    




  
MINIMUM PURCHASES YEAR ONE






	
       

    	
      Specification

    	
      Units

    	
      € Volume

    
	
      Workstation - Urines 

    	
       

    	
       

    	
       

    
	
      Urine Concentrators 

    	
       

    	
       

    	
       

    
	
      FE2 Workstations 

    	
       

    	
       

    	
       

    
	
      Parasite Concentrators 

    	
      Mini Parasep 

    	
      200 

    	
      €10350 

    
	
      Stains 

    	
       

    	
       

    	
       

    
	
      Atlases 

    	
       

    	
       

    	
       

    
	
      Rapyd Tests 

    	
       

    	
       

    	
       

    
	
      Electrophoresis 

    	
       

    	
       

    	
       

    


 



FOR DIASYS EUROPE LIMITED: 







Signature: ______________________________ Date: _______________ 









FOR DISTRIBUTOR: 







Signature: ______________________________ Date: _______________