DiaSys Corporation - Exhibit 10.19




EXHIBIT 10.19 



INTERNATIONAL SALES AND SERVICE AGREEMENT ("AGREEMENT")





Agreement effective this 16th day of May, 2005, by and between Genesse Brazil
located at Rua Diogo Vaz #291, Sao Paulo, SP, Brazil 01527 with its affiliates
and subsidiaries (the "Distributor") and Diasys Corporation of 81 West
Main Street, Waterbury, Connecticut, USA ("DiaSys"). 



SECTION 1 - BUSINESS FRAMEWORK 



1.1         Products: This Agreement
pertains to workstation instruments ("Workstations"), their replacement parts
and accessories ("Spares"), consumable products ("Consumables") and ELISA tests,
rapid point-of-care tests and electrophoresis products marketed by DiaSys all
as further described at the attached Schedule A (collectively, "Products"). 



1.2         Business Purpose: The Distributor
hereby agrees to actively promote Product in Brazil ("Territory") or as such Territory
is mutually defined. Promotion, by way of example only, means that the Distributor
will: (a) direct its sales personnel and agents to actively recommend use of the
Products to their current and prospective customers; (b) periodically present
Products in the Distributor's news bulletins and releases where appropriate; (c)
exhibit Products at appropriate trade shows within the Territory; (d) include
Products in the Distributor's clinical instrumentation and/or diagnostic testing
and electrophoresis advertising; (e) actively, frequently and consistently market,
advertise, and demonstrate Products to potential customers in the Territory; (f)
import Products in reasonable quantity to meet the needs of and support its active
and potential customers in the Territory; (g) install Products and train customers
in their proper use and maintenance; and, (h) Service Products as and when required.




1.3         Exclusive Appointment: DiaSys
hereby appoints the Distributor its exclusive sales and Service agent in the Territory
in furtherance of the Business Purpose. 



1.4         Business Relationship: The
relationship between DiaSys and the Distributor created by this Agreement is that
of vendor-vendee exclusively. Neither Party shall have authority, expressed or
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 the Distributor, DiaSys shall apply for certifications and/or government approvals
reasonably necessary to import and sell Products in the Territory. At no cost
to DiaSys, the 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 December 31, 2006 unless extended upon the written agreement
of the parties or terminated by either party due to an unresolved breach by the
other. The provisions of Section 5.1 (Confidential Information) shall survive
the termination of this Agreement for any reason. 



SECTION 2 - TRAINING AND TECHNICAL SUPPORT 



2.1         Initial Order and Training:
The Distributor shall provide DiaSys with an initial order of at least Fiftheen
Thousand US DOLLARS (US$ 15,000.00) of Workstations and Consumables diagnostic
tests and ELISA tests in any combination ("Initial Order") for immediate Delivery.
Upon receipt of the Initial Order, DiaSys and the Distributor shall schedule a
Sales and Service seminar at any of the Distributor's facilities within the Territory
for all products. 



2.2         On-Going Training: On-going
training will be conducted by DiaSys generally at no additional cost to the Distributor
so long as DiaSys can reasonably accommodate the place of training and frequency
of requests in DiaSys' travel plans. Each party shall be responsible for the travel
and entertainment expenses of its respective employees. 



2.3         Technical Support: At no
additional cost to the Distributor, DiaSys shall provide the Distributor with
unlimited technical support by telephone, telefax and/or E-mail during DiaSys
normal working hours. 



2.4         Marketing And Technical Bulletins:
DiaSys shall, at no charge, provide the Distributor with technical, advisory
and marketing materials developed for Products in quantities and at times reasonably
requested. 



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 the Distributor. 



SECTION 3 - PRICE, ORDERS, DELIVERY, INVOICING, PAYMENT 



3.1         Price: The purchase price
for Products is set forth at the attached Schedule A. All prices are quoted in
United States Dollars 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, damage, and other applicable delivery charges
or taxes. 







3.2         Purchase Orders
and Acceptance: All orders shall be in writing and shall
set forth Products 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         Delivery: All Products and
Spares are delivered F.O.B. DiaSys ("Delivery"). DiaSys shall prepay and invoice
the Distributor separately for the cost of shipping, insurance, and similar expenses.
However, the Distributor may specify any particular courier or shipping method
on the front of the Order. 



3.4         Invoices: DiaSys shall invoice
the Distributor upon Delivery. DiaSys will telefax its invoices to the Distributor's
Accounts Payable department. 



3.5         Payment Terms: Payment in
advance on all product and services with the exception that DiaSys agrees to provide
30 day payment terms based on the receipt of an irrevocable Letter of Credit furnished
pursuant to Section 3.6 below. The Distributor agrees that it shall reimburse
DiaSys for any reasonable costs of collection including court costs, attorney's
fees and travel expenses. 



3.6         Eligible Letter of Credit: An
Eligible Letter of Credit must be: (i) irrevocable (except on 60 days prior written
notice); (ii) drawn upon a recognized international bank acceptable to DiaSys;
(iii) having payment terms by sight draft; and (iv) otherwise acceptable to DiaSys.




SECTION 4 - WARRANTIES 



4.1         No Defects: DiaSys hereby
warrants that at the time of Delivery, Workstations and Spares purchased hereunder
shall be free from defects in materials and workmanship and shall conform to the
specifications published by DiaSys ("Workstation Warranty") for a period of One
(1) year commencing at date of Delivery ("Workstation Warranty period"). DiaSys
also warrants that at time of Delivery, all Consumables purchased hereunder shall
be free from defects in materials and workmanship and shall conform to the specifications
published by DiaSys. 



4.2         In-Warranty Service and Repair:
The Distributor shall provide trouble shooting and technical support to its
customers in the Territory. In the event that a Product is found to be defective
during the applicable warranty period, the Distributor shall replace such Product
from its parts depot and hold such defective Product for DiaSys' instructions
together with: (i) the name and address of the Distributor's sales/Service person
to contact with questions concerning the Product; (ii) a description of the defect
in the Product; and, (iii) a description of any remedial measures taken in the
field to repair such Product. DiaSys, upon such inspection, shall reasonably determine







whether such Product is defective under the applicable warranty
period. If under warranty, DiaSys will repair or replace such defective Product
at no cost to the Distributor. 



4.3         Out-Of-Warranty Service And
Repair: If the Distributor requests DiaSys to repair or replace any Product
after the applicable warranty period has expired, the Distributor shall pay all
costs for such Services including but not limited to all shipping costs from and
to the Distributor's facility wheresoever located. The Distributor may elect to
repair a Product that is out-of-warranty or to provide for such Service through
an independent third party. 



4.4         Limitation: All warranties
stated in this Agreement are void if any party fails to maintain electrical power
and environmental conditions described in DiaSys' published specifications or
instructions for Workstations, or if the Product has been subject to any unauthorized
modification or use, accident, neglect, misuse, use of unauthorized software or
media, tampering, improper storage, handling or shipping of diagnostic tests or
any event other than ordinary and/or authorized use. 



4.5         Implied Warranty: EXCEPT
AS STATED IN THIS SECTION 4.5, 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.




SECTION 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 5.1 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. 



SECTION 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 the
Products including but not limited to those required by the export/import regulations
of the United States and the Territory. 



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) This Agreement shall be construed and enforced in
accordance with, and the laws of the State of Connecticut (USA) hereof shall govern
the validity and performance. (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 authorized 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.


  


	DISTRIBUTOR	DIASYS CORPORATION
	Genesse Industria e Comercio	 
	Sao Paulo	 
	 	 
	 	 
	By: 	By:
	S/RICARDO DIDIO	S/ GREGORY WITCHEL
	Print Name: Ricardo Didio	Gregory Witchel
	Title: Gerente General 	CEO 
	Date: Maio 16, 2005 _ 	Date: May 18, 2005