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                                                                    EXHIBIT 10.3

                             DISTRIBUTION AGREEMENT

This Marketing and Distribution Agreement ("Agreement") is made by and between
PARENTECH KOREA, INC. ("PTK) of Suite 1505 Windstone Building, 275-2
Yangjae-Dong, Seocho-Gu, Seoul, Korea or it's appointee or assignee, and
PARENTECH, INC. ("Parentech") of 777 S. Highway 101, Suite 215 Solana Beach, CA
92075, (collectively, the "Parties"). The Agreement shall be effective as of the
last date written on the signature page of this Agreement (the "Effective
Date").
Both PTK and Parentech understand that the Agreement may be subject to
applicable local laws, governmental registration requirements and government
approvals.

1.       Appointment

Parentech hereby grants PTK and it's assignees exclusive marketing, rental, and
distribution rights (the "Marketing Rights") in Korea for the nature's cradle
mechanism, and any new models, improved versions and successor versions of the
nature's cradle mechanism (together, the "Mechanism").

2.       Territory

The Parties hereby agree and acknowledge that the Marketing Rights granted
herein will be limited to Korea (the "Territory"). PTK hereby acknowledges and
agrees that it will have no Marketing Rights with regards to the Mechanism
outside of the Territory, except such additional territories the parties may
mutually agree upon, and that it will not, directly or indirectly, exercises
Marketing Rights for the Mechanism outside of the Territory. In exchange for the
exclusive Marketing Rights granted under this Agreement, PTK agrees not to
acquire, establish or in any way become affiliated with any business that sells,
rents or otherwise distributes, and PTK itself will not sell, rent or otherwise
distribute, products that compete with the Mechanism whether within or outside
the Territory. Whether or not an item is competitive will be determined in the
sole discretion of Parentech.

3.       Products Covered

The Agreement will pertain only to Marketing Rights and distribution rights
concerning the Mechanism and the manufacture, marketing and distribution of the
related Softgoods. If Parentech decides to market additional products other than
the Mechanism and related Softgoods in the Territory and PTK has fulfilled all
of its obligations under the Agreement as of that date, PTK will have a right of
first negotiation with respect to Marketing Rights concerning those additional
products in the Territory before Parentech negotiates with any third party for
such Marketing Rights.


For purposes of this Agreement, the following home use and hospital use
accessories and softgoods to the Mechanism are referred to as the "Accessories"
and "Softgoods" and include the following:


         Home use Accessories to the Mechanism are:

         a)       Bassinet Tub;

         b)       Bassinet Hood Frame

         c)       Bassinet Stand

         Home use Softgoods to the Mechanism are:

         a)       Bassinet Pad

         b)       Bassinet Liner

         c)       Bassinet Hood Cover

         d)       Baby Bolster System

         Hospital use Accessories to the Mechanism are:

         a)       Clear Acrylic Hospital Tub

         b)       Hospital Cart / Stand;


                  Hospital use Softgoods to the Mechanism are:
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         a)       Pad for Hospital Tub.

4.       Rental Units

         4.1      Rental

         Parentech will lease a predetermined number of Mechanisms and
         Accessories to PTK to be leased by PTK to end users ("Rental
         Mechanisms") for calendar years 2003, 2004 and 2005 at a rental fee to
         be paid to Parentech in an amount not to exceed US$70.00 per Rental
         Mechanism per four-month period ("Four Month Rental Fee"). PTK may, at
         its discretion, set the rental fee applicable to the end user. The
         total annual fee paid to Parentech by PTK for the number of Rental
         Mechanisms shall not exceed US$210.00 per Rental Mechanism per year
         ("Annual Rental Fee").

         The Rental Fees for Rental Mechanisms shall be subject to a price
         review at the end of the first six months following the Effective Date
         of this Agreement. The Rental Fee shall be adjusted as mutually agreed
         by the parties in good faith. All rental orders placed by PTK to
         Parentech after a new Rental Fee has been agreed upon shall be subject
         to such new pricing. Thereafter, the Four Month Rental Fee and Annual
         Rental Fee (together the "Rental Fee") for Rental Mechanisms shall be
         subject to a price review 45 days prior to the beginning of each
         calendar quarter. The Rental Fee shall be adjusted as mutually agreed
         by the parties in good faith, but in no event shall the rental fee
         increase by more than 10% from the Rental Fee first stated in this
         Section 4.1. All rental orders placed by PTK to Parentech after a new
         Rental Fee has been determined shall be subject to such new pricing.
         However, in no event shall the Rental fee for Rental Mechanisms
         increase from the previous calendar quarter, unless agreed to in
         writing by PTK.

         The Four Month Rental Fee and the Annual Rental Fee (collectively the
         "Rental Fees") shall apply to a predetermined number of Rental
         Mechanisms received by PTK for the specific purpose of leasing to end
         users. Any Softgoods required for Rental Mechanisms shall be purchased
         by the end user and shall be warranted for a period 4 months from the
         date such Softgoods are delivered to the end user.

         Parentech will lease an agreed number of Rental Mechanisms to PTK for
         calendar years 2003, 2004 and 2005. The Parties shall negotiate in good
         faith and use their best efforts to determine, 90 days prior to leasing
         Rental Mechanisms, both the number of, and the rental fees for, Rental
         Mechanisms to be leased in years 2003, 2004 and 2005.

         PTK shall use its best efforts to market and promote the distribution
         of the Rental Mechanisms within the Territory, which best efforts shall
         include but not be limited to, such contract with others for the
         distribution of the Rental Mechanisms. PTK shall use its best efforts
         to perform its obligations under this Agreement in a manner consistent
         with promoting the reputation of, and public confidence in, the Rental
         Mechanism and Parentech.

         4.2      Beginning of Rental Period(s)

         Parentech's Rental Fees charged to PTK are measured in four month
         increments, or Rental Periods. The first Rental Period for each Rental
         Mechanism delivered for the purpose of renting will be deemed to begin
         when the Rental Mechanism is delivered to the end user, or 60 days
         after acceptance of the Rental Mechanism by PTK, whichever is earlier.

         4.3      Payment of Rental Fees; Initial Rental Fee

         PTK will pay to Parentech the Rental Fees for each Rental Mechanism
         within net 30 days of receipt of an invoice from Parentech. Parentech
         shall invoice at the beginning of every four month interval, during
         which a Rental Mechanism has been deployed at an end user's site, at
         the then current Four Month Rental Fee.

         4.4      Restocking Fee

         If PTK returns, prior to the expiration of a predetermined total Rental
         Period, any Rental Mechanisms to Parentech which are not defective,
         then PTK will pay the then current Four Month Rental Fee for such
         Rental Mechanisms as a restocking fee, regardless of whether or not the
         Rental Mechanisms are subsequently sold, leased, licensed, or in some
         other way transferred to a third party.

         4.5      Purchase of Softgoods

         PTK desires the right to purchase or lease any Softgoods manufactured
         by Parentech through its elected contractor(s). Parentech will also use
         its best efforts to cause its contractor(s) to provide the Softgoods to
         PTK for approval of such goods for safety, function, quality, and
         appearance; however, ultimate responsibility for the quality of the
         Softgoods remains with Parentech. Any Softgoods provided to PTK will
         carry the Parentech brand, unless otherwise agreed by Parentech.

         4.6      Acceptance Inspection

         PTK shall perform the acceptance inspection on the quantity and quality
         of Mechanisms, Accessories and Softgoods in accordance with the
         standards and procedures agreed between both parties separately
         ("Acceptance Inspection"). In the event any item is found in shortage
         or defective as a result of the Acceptance inspection, return shipping
         costs for defective items sent to Parentech's manufacturing location
         and for replacement items sent to PTK shall be covered by Parentech.
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         4.7      Maintenance

         PTK has the right to request Parentech, at its discretion, to replace
         or repair the Rental Mechanisms covered by the warranty that are no
         longer serviceable due to defects in materials or workmanship.
         Parentech will provide a quantity of Mechanisms, Accessories, and
         Softgoods, to be stocked by PTK to facilitate immediate replacement;
         the quantity will be mutually agreed upon by the Parties in good faith
         on the basis of actual usage data. For purposes of this Agreement,
         "Actual Usage Data" means the actual number of mechanisms sold and
         rented to end-users and the number of defective units returned.

         4.8      Warranty

         Rental Mechanisms are warranted by Parentech for replacement if
         Mechanism, Accessories, and Softgoods are non-compliant with the
         mechanical specifications which are mutually agreed upon by the Parties
         and Parentech shall also have responsibilities concerning such
         specifications. Return shipping costs for noncompliant Mechanisms,
         Accessories and Softgoods sent to Parentech's manufacturing location
         and shipping costs of replacement Mechanisms, Accessories and Softgoods
         sent to PTK will be covered by Parentech.

         Notwithstanding the foregoing, Parentech's responsibilities hereunder
         shall not apply to; (1) scratches on the surface of Softgoods (2)
         exhaustion, including wear and tear, in normal use of Softgoods (4)
         other defects which are agreed by both parties.

5.       Purchase of Mechanisms

         5.1    Price of Mechanism

         During calendar year 2003, 2004 and 2005, Parentech will sell to PTK,
         and PTK will accept Mechanisms, Accessories and Softgoods ("Purchased
         Mechanisms") at a price of US$299.00, excluding the Hood and Stand, per
         Purchased Mechanism. Pricing shall be FOB Parentech's manufacturing
         location (the "Purchase Price"). The Purchase Price for Purchased
         Mechanisms shall be subject to a price review at the beginning of each
         calendar quarter. Pricing shall be adjusted as mutually agreed by the
         parties in good faith but shall not increase by more than 10% from the
         initial price of US$299.00. All orders placed by PTK to Parentech after
         a new Purchase Price has been determined shall be subject to such new
         pricing.

         5.2    Price of Softgoods

         The price of additional Softgoods, or those Softgoods purchased after
         the initial purchase as described in Section 5.1 herein, described in
         Article 3 hereof will depend on the type of cart and shall be provided
         accordingly.


         5.3    Payment

         PTK shall remit to Parentech all amount due for Purchased Mechanisms
         within thirty (30) days from the date of PTK's acceptance of the
         Purchased Mechanism. Notice of unacceptable merchandise must be made
         within 14 days of receipt.

         5.4    Warranty

         Purchased Mechanisms and Accessories are warranted by Parentech for a
         term of twenty-four (24) months from the date such Purchased Mechanism
         is delivered by PTK and accepted by the end user. Softgoods are
         warranted by Parentech for a term of four (4) months from the date such
         Softgoods are delivered by PTK and accepted by the end user.

         Mechanisms, Accessories and Softgoods that are defective in design,
         specification, material and workmanship may be returned to Parentech
         for credit or replacement. All return shipping costs for Mechanisms and
         Softgoods in warranty will be covered by Parentech.

         Notwithstanding the foregoing, Parentech's responsibilities hereunder
         shall not apply to; (1) scratches on the surface of Softgoods, (2)
         exhaustion, including wear and tear, in normal use of Softgoods (3)
         other defects which are agreed by both parties

         5.5    Service

         PTK has the right to request Parentech, at its discretion, to replace
         or repair Mechanisms, Accessories and Softgoods covered by the warranty
         that are no longer serviceable due to defects in materials or
         workmanship. Parentech will provide a quantity of Mechanisms,
         Accessories and Softgoods to be stocked by PTK to facilitate immediate
         replacement; the quantity will be mutually agreed upon by the parties
         based on sales volume.
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         5.6    Title and Risk

         Title and risk of loss or damage to Mechanisms, Accessories and
         Softgoods shall pass to PTK when PTK has taken possession of purchased
         merchandise. Rental merchandise title shall stay in the name of
         Parentech, but can be subordinated to PTK for purposes of loss or
         damage insurance.

6.       Product Support and Training

         Parentech shall dispatch, at PTK's request, at least one engineer and
         one marketing representative to the territory to provide initial
         technical and marketing training to PTK or its customers. For purposes
         of this Section, PTK will pay for lodging and Parentech will pay all
         other costs associated with training including, but not limited to,
         meals and transportation costs to the Territory.

         On an ongoing basis, Parentech shall continue, at PTK's request, to
         provide reasonable training and support to PTK's sales and Technical
         Support personnel and to certain end users in the Territory.

7.       Promotional Activity


         7.1      PTK's Activities

         PTK shall exert its best efforts to promote the sale of Mechanisms,
         Accessories and Softgoods in the Territory through adequate market
         research and advertisement in its own name and its account.

         7.2      Information

         Parentech shall supply PTK from time to time with advertising materials
         and information, including the U.S. market conditions, which PTK
         considers necessary for the promotion of the sales and the rental of
         Mechanism and Softgoods.

8.       Report

PTK shall furnish Parentech every month with a written report, which contains
the quantity stocked, the sales and rental results of the Mechanism, the
prospect of sale and rental of the Mechanism, the reputation of the Mechanisms
in the Territory, addresses and names of customers, and complaints from
customers. PTK shall further report on matters as may be requested by Parentech
from time to time

9.       Regulatory Approvals.

Parentech shall obtain and maintain all permits, licenses and government
registrations necessary or appropriate to perform hereunder and shall make all
filings with governmental authorities required of this Agreement by applicable
law, including without limitation registering with the applicable provincial or
state administration of foreign exchange and other authorities necessary to
enable PTK to make payments to Parentech in U.S. Dollars (collectively,
"Regulatory Permits"), provided however that PTK shall use its best efforts to
assist Parentech in obtaining such Regulatory Permits at Parentech's request.
PTK, its employees and agents shall at all times in carrying out the terms of
this Agreement abide by, and be in full compliance with, the laws, regulations
and practices of their Country and Territory. On Parentech's request, PTK shall
provide Parentech with written assurances of such compliance.

10.      Product Branding and Patents.

Parentech will obtain for PTK's benefit and ownership, at Parentech's expense,
patent protection for the Mechanism, Accessories, and Softgoods, and trademark
protection in the Territory for the trademark "PARENTECH" and any other
trademarks to be used in exercising Marketing Rights for the Mechanism,
Accessories and the Softgoods in the Territory pursuant to this Agreement. PTK
may use any of its own trademarks selected by PTK at its discretion in
exercising its Marketing Rights concerning the Mechanism, Accessories and
Softgoods pursuant to this Agreement.

PTK or its affiliated companies will retain all rights to ownership of patents
and trademarks described herein in the Territory and shall use these patents and
trademarks solely for use in exercising their Marketing Rights under this
Agreement.

     10.1     Bankruptcy, Change in Control, or Sale of Assets

     Notwithstanding any provisions to the contrary contained in this Agreement,
     upon the occurrence of any or combination of the following events and to
     ensure minimal disruption of PTK's business in the territory, PTK shall,
     among other things, retain ownership of patents and trademarks described in
     Section 10, and be granted a perpetual, royalty-free right to manufacture,
     produce, distribute, modify, market and sell Mechanisms, Accessories, and
     Softgoods (the "Products") in the territory. PARENTECH shall transfer all
     documents, including but not limited to schematics, specifications and
     regulatory approvals for the Products (the "Documents") to PTK in
     accordance with this Section 10.1.

         a.       Upon liquidation, dissolution, or upon any material change in
                  the management or control, direct or indirect, of Parentech;
         b.       In the event that Parentech seeks protection under bankruptcy,
                  insolvency, or debtor's relief law, and such proceedings are
                  not dismissed within sixty (60) days after the date of
                  commencement thereof; or
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         c.       Upon material breach of any term of this Agreement by
                  Parentech that remains uncured thirty (30) days after
                  Parentech's receipt of the other party's written notice of
                  such material breach.

     At the occurrence of any of the preceding events, Scott Landow, his
     appointee, or replacement shall, in good faith, assist in transferring
     Documents and "know-how" to ensure minimal disruption of PTK's business.

         10.2     Press Release

     Prior to the release of any marketing, advertising, press releases, or
     other promotional materials that reference the other party and/or the other
     party's trademarks, the releasing party shall submit a written request for
     approval to the other party together with a copy of the materials to be
     released, which request shall be made no less than three (3) business days
     prior to the requested release date (the other party shall not unreasonably
     withhold or delay the granting of its approval thereof).

11.      Term of Agreement.

         11.1 Expiration and Renewal.

      The Agreement will have a term commencing with its execution and
      concluding on March 31, 2005 ("Initial Term"). The Agreement will be
      automatically renewed for five successive one (1) year terms (the "Renewal
      Terms"), unless notice of non-renewal is given at least one hundred eighty
      (180) days prior to the expiration of the Initial Term or of any Renewal
      Term, as the case may be, but if renewal occurs by failure to give notice
      of termination, a Renewal Term will not take effect until the parties have
      agreed on adjustments to the Purchase Prices and Rental Fees set forth in
      the Agreement or have affirmatively agreed not to change such Purchase
      Prices and Rental Fees.

      Notwithstanding the provision of the Article11.1 and Article 21 hereof,
      the provisions of Article 4.8, 5.4, 5.5, 10, 10.1, 11.1, 12, 13, 14, 15,
      16, and 17 hereof shall survive the termination or cancellation of this
      Agreement.

12.      Confidentiality.

         12.1 Neither party shall, without the prior written consent of the
         other party, disclose to any third parties except its subsidiaries,
         advisors and agents, any Confidential Information provided to it by the
         other party, nor use such Confidential Information for any purpose
         other than the purposes of this Agreement.

         12.2 The obligations of each party contained in this Article 13
         regarding Confidential Information of the other party shall not apply
         to information that:

         (1)      was known to it prior to disclosure to it by the other party;
         (2)      is or becomes publicly available;
         (3)      is rightfully received by it from a third party, without
                  accompanying secrecy obligations;
         (4)      is independently developed by it;
         (5)      is approved by the other party in writing for release; or
         (6)      is required to be disclosed by law.

         12.3 The obligation of each party provided in this Article 13 regarding
         the Confidential Information of the other party shall terminate after
         three (3) years from the date of disclosure of such Confidential
         Information.

13. Products Liability.

         13.1 Parentech shall indemnify, defend and hold PTK harmless from any
         and all liabilities, damages, losses, costs and expenses (including
         legal fees and other legal expenses) arising from or relating to any
         personal injury (including death) or physical damage to tangible
         property, which arise out of or relate to any actual or alleged defect
         in design, workmanship or materials, of any Mechanism, Accessories, and
         Softgoods purchased by PTK under this Agreement.

         13.2 Parentech's obligations under Section 13.1 shall not apply to
         liabilities, damages, losses, costs and expenses (including legal fees
         and other legal expenses) caused by: (i) unauthorized modification,
         change or addition to the Mechanism, Accessories and Softgoods by
         persons other than Parentech; or (ii) instruction, direction or
         specification indicated by PTK.

         If Parentech is requested but is not permitted by law to defend or
         settle such claims, Parentech shall reimburse PTK for the costs and
         lawyers' fees reasonably incurred by PTK in defense or settlement.

14. Indemnities for Infringement.

         14.1 If any of the Mechanism, Accessories, Softgoods or processes used
         in the manufacture thereof become the subject of a claim, suit or other
         proceeding for infringement of a patent, copyright or any other
         intellectual property right (including, but not limited to,
         misappropriation of trade secrets), Parentech shall indemnify, defend
         and hold PTK and its customers, distributors or users harmless from and
         against any losses, damages, costs, expenses (including attorneys'
         fees) and other liabilities of any nature arising therefrom. Without
         limiting the generality of the foregoing, Parentech shall, at its
         option and expense, either promptly procure for PTK the right to
         continue using the Mechanism, Accessories, and Softgoods thereof which
         are subject to the claim, suit or other proceeding in question, or
         promptly modify the Mechanism, Accessories and Softgoods which are
         subject to the claim, suit or other proceeding in question, or promptly
         modify the Mechanism, Accessories and Softgoods which are subject to
         the claim, suit or other proceeding in question, so that they are
         non-infringing, without materially altering the performance,
         characteristics or functions thereof.
<PAGE>

         14.2 In the event of any claim, suit or other proceeding for which PTK
         seeks indemnification from Parentech, as a condition precedent to
         Parentech's obligations hereunder, PTK shall:

         14.2.1 promptly notify Parentech in writing of any such claim, suit or
         other proceeding or the threat thereof;

         14.2.2 permit Parentech to have the sole right and authority to defend,
         prosecute, negotiate, compromise and otherwise handle such claim, suit
         or other proceeding or threat thereof; and

         14.2.3 cooperate with Parentech, including, without limitation,
         providing such information as Parentech may reasonably request.

         14.3 If for any reasonable business justification Parentech is unable
         to assume the defense, prosecution, negotiation, compromise or other
         handling of any claim, suit or other proceeding for which PTK seeks
         indemnity, PTK shall, at Parentech's cost and in strict accordance with
         Parentech's instructions, defend, prosecute, negotiate, compromise and
         otherwise handle such claim, suit or other proceeding. PTK shall advise
         Parentech in writing as to all material aspects relating to such claim,
         suit or other proceeding and, in any event, shall report to Parentech
         thereon in writing on a regular basis. In no event shall PTK compromise
         or otherwise settle such claim, suit or other proceeding without
         Parentech's prior written consent. If PTK fails to obtain Parentech's
         prior written consent to any such compromise or settlement, PTK shall
         be solely responsible for all costs of such compromise or other
         settlement.

15. Governing Law

PTK acknowledges that Parentech is based in the State of California, U.S.A. and
requires uniformity and consistency in the laws under which it deals with all of
its domestic and international distributors. Accordingly, this Agreement shall
be governed and construed, in accordance with the laws of the State of
California, without regard to its conflicts of laws rules. The United Nations
Convention on Contracts for International Sale of Goods shall not apply to this
Agreement.

16. Dispute Resolution.

All disputes, controversies or differences which may arise between the parties
hereto, out of or in relation to or in connection with this Agreement, or any
obligations hereunder by either party hereto, or for the breach thereof, shall
be settled by arbitration without recourse to the courts. It shall be conducted
before a single arbitrator. Arbitration proceeding shall be held in the
International Chamber of Commerce of San Diego, California pursuant to the Rules
of the American Arbitration Association for Commercial Arbitration. The
arbitration process, including selection of the arbitrator, exchanges or request
for information and the arbitration hearing, shall be completed within 60 days
following the initiation of the arbitration by either party, and the actual
arbitration hearing shall be limited to one (1) day. The arbitrator shall issue
a written judgment within ten (10) days following the arbitration hearing.
Judgment upon any arbitration award may be entered in any court having
jurisdiction thereof. This provision is self-executing, and in the event that
either party fails to appear at any properly noticed arbitration proceeding, an
award may be entered against such party notwithstanding said failure to appear.
This clause shall survive the termination of this Agreement.

Any award resulting from such arbitration shall be PTK and binding on each party
hereto and its legal successors, and shall be enforced in any court of competent
jurisdiction.

17. Attorney's Fees.

In the event of any litigation or arbitration hereunder, the arbitrator or court
shall award costs and reasonable attorneys' fees to the prevailing party.

18. Expenses.

Each party shall bear its own costs and expenses with regard to the negotiation,
execution and consummation of the transactions contemplated by this Agreement,
including the fees of its respective attorneys, accountants or consultants. In
the event that no Agreement is executed between PTK and Parentech, despite
diligent and good faith negotiations by both parties, neither party shall be
liable to the other for any costs or expense incurred in the negotiation of this
Agreement.

19. Import and Export Controls.

PTK hereby acknowledges that the Mechanism(s) are subject to United States
export controls, pursuant to the U.S. Export Administration Regulations. PTK
shall comply with all applicable provisions of the Export Administration
Regulations, and shall not export, re-export, transfer, divert or disclose,
directly or indirectly, including via remote access, the Mechanisms, any
confidential information contained or embodied in the Mechanisms, or any direct
product thereof, except as authorized under the Export Administration
Regulations. PTK shall comply with all other applicable laws and regulations of
the United States and the Territory pertaining to exportation or importation of
the Mechanisms.
<PAGE>

20. Taxes

PTK will pay any and all taxes, import duties and any levies of any kind imposed
by the Korean Government.

21. Termination

         21.3 Breach

         In the event any party hereto breaches or otherwise fails to perform
         any part of this Agreement, or any representation or warranty proves to
         be false, then the other party hereto not in breach shall notify the
         party in breach and demand that such breach or such failure to perform
         be corrected. If the party in breach fails to correct the breach within
         thirty (30) days from the receiving date of such written notice of
         demand for correction, other parties may, at its sole discretion,
         immediately terminate this Agreement by giving the party in breach
         written notice of termination. Each party not in breach may claim its
         damages suffered by such termination against the other party in breach.

         21.4 Other Reasons for Termination with Cause

         Each party hereto shall have the right to terminate this Agreement for
         cause upon written notice to the other party hereto in the event that
         the other party:

         a)         files, or have been filed against it (which filing is not
                    dismissed within sixty (60) calendar days), a petition to
                    declare it insolvent or bankrupt, or make an assignment for
                    the benefit of its creditors; or
         b)         fails to pay its debts hereto as they mature; c) is
                    dissolved or liquidated;
         d)         suffers or permits the appointment of a receiver for its
                    business or assets or enters an agreement with its creditors
                    for the payment of its debts
         e)         transfers its business and/or substantially all of its
                    assets, or not survive a merger or corporate reorganization;
                    or
         f)         has happen against or by it any other acts similar in nature
                    to those described in this Section 21.2 (a) through (e)
                    hereof.

                      If any party hereto is involved in any of the events
                    enumerated in Section 21.2 (a) through (e) hereof, it shall
                    notify the other party hereto immediately of the occurrence
                    of such event in writing. The party which terminates this
                    Agreement in accordance with this Section 21.2 may claim its
                    damages suffered by such termination against the other
                    party.
22. Notices.

All notices and other communications hereunder shall be given in writing and
delivered (a) by personal delivery, by prepaid overnight or international
courier service to the addresses set forth on the signature page of this
Agreement, or (b) by facsimile to such facsimile number as may be provided in
writing by a party. Notices are deemed given on receipt or attempted delivery
(if receipt is refused).

23. Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any one or more of the provisions hereof shall not affect
the validity and enforceability of the other provisions hereof.

24. Construction.

In the interpretation and construction of this Agreement, the Parties hereby
agree and acknowledge that the terms herein reflect extensive negotiations
between the Parties and that this Agreement shall not be deemed to have been
drafted by either party.

25. English Language.

English is the authoritative text of this Agreement, and all communications,
arbitrations, and other adjudications hereunder shall be made and conducted in
English.

26. Independent Contractor.

It is understood and agreed that each of the Parties hereto shall be acting only
in the capacity of an independent contractor to the other party, and not as a
partner, co-venturer, agent, employee, franchisee, or representative of the
other party unless otherwise indicated by both parties.

27. Entire Agreement; Modifications.

This Agreement, together with exhibits and schedules attached hereto,
constitutes the entire agreement of the Parties, supersedes any and all prior
and contemporaneous oral or written understanding as to the subject matter
hereof, and excludes all implied representations, conditions, warranties, and
other terms. Each party acknowledges that it is entering into this Agreement as
a result of its own independent investigation and not as a result of any
representation of the other party not contained herein. No changes or
modifications of or additions to this Agreement shall be valid unless the same
shall be in writing and signed by the other party hereto.
<PAGE>

28. Force Majeure.

Except as expressly provided elsewhere in this Agreement, neither party shall be
liable to the other for its failure to perform any of its obligations hereunder
during any period in which such performance is delayed by circumstances beyond
its reasonable control including, but not limited to earthquake, fire, flood,
war, embargo, strike, inability to secure materials and transportation
facilities, or the intervention of any governmental authority. If such delaying
cause shall continue for more than thirty (30) days, the party injured by the
inability of the other to perform shall have the right, upon written notice to
the other, to either (i) terminate this Agreement or (ii) treat this Agreement
as suspended during the delay and reduce any commitment in proportion to the
duration of the delay.

29. Assignment.

The parties agree that PTK may assign or otherwise transfer voluntarily, its
rights, interests and obligations under this agreement to an affiliated company,
including but not limited to, a living person, a subsidiary or joint venture
company in the Territory. PTK shall provide 30 days notice to Parentech prior to
an assignment or transfer under this provision.

30. Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns.

31. Waiver.

No waiver of any of the provisions of this Agreement shall be deemed to be or
shall constitute a waiver of any other provision of this Agreement, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver of
any provision of this Agreement shall be binding on the parties hereto unless
the party making the waiver executes it in writing.

32. No Third-Party Benefits.

None of the provisions of this Agreement shall be for the benefit of, or
enforceable by, any third-party beneficiary.

33. Headings.

The Section and Subsection headings used herein are for convenience or reference
only, are not part of this Agreement, and are not to affect the construction of,
or be taken into consideration in interpreting any provision of this Agreement.

34. Authority of Signatory.

By signing this Agreement, each of the undersigned represents and warrants that
it is authorized to execute this Agreement and the entity on whose behalf they
are signing is bound by the terms hereof.


Accepted by:
PTK TECHNOLOGY, INC.                      PARENTECH, INC.


By:                                       By:
      -----------------------------             ---------------------------
      Young I. Kim, President & CEO             Scott Landow, President

Date:                                     Date:
      -----------------------------             ---------------------------