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                                                                    EXHIBIT 10.1

                                    AGREEMENT

This marketing and distribution agreement ("Agreement") is made by and between
SII TRADING INC. ("STD") of 8, Nakase 1-chome, Mihama-Ku, Chiba-shi Chiba
261-8507, Japan, and PARENTECH, INC. ("Parentech") of 111 Deerwood Road, Suite
100, San Ramon, California 94583, (collectively, the "Parties"). The Agreement
shall be effective as of the last date written on the signature page of this
Agreement (the "Effective Date").
For purposes of this Agreement, "Exchange Rate" shall mean the exchange rate
then in effect pursuant to Section 6 of this Agreement. Both STD and Parentech
understand that the Agreement may be subject to applicable local laws,
governmental registration requirements and government approvals.

1. Appointment
         Parentech hereby grants STD exclusive marketing, rental, and
         distribution rights (the "Marketing Rights") in Japan for the nature's
         cradle mechanism (the "Mechanism"), and any new models, improved
         versions and successor versions of the Mechanism.

2. Territory.

         The Parties hereby agree and acknowledge that the Marketing Rights
         granted herein will be limited to Japan (the "Territory"). STD hereby
         acknowledges and agrees that it will have no Marketing Rights with
         regards to the Mechanism outside of the Territory, 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, STD agrees not to
         acquire, establish or in any way become affiliated with any business
         that sells, rents or otherwise distributes, and STD 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 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 STD
         has fulfilled all of its obligations under the Agreement as of that
         date, STD 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 the purposes of this Agreement, the following home use accessories
         to the Mechanism and Hospital use accessories to the Mechanism are
         referred to as the "Softgoods," and include the following:

                  a) a bassinet carrier for the Mechanism;

         Hospital use accessories to the Mechanism are;


                  a) Mounting attachment for cart;

                  b) Plastic Tub;

                  c) Cart

                  d) Mattress

4. Mechanisms for Home Use.

         4.1  Rental.

                  Parentech will lease 400 Mechanism (equivalent of 800 rentals)
                  Mechanisms to STD to be leased by STD to parties for home use
                  ("Home Use Mechanisms") for calendar years 2000 and 2001 at a
                  rental fee in yen that equals $85.00 U.S. per Home Use
                  Mechanism per six-month period ("Rental Period") based on the
                  then-existing Exchange Rate as determined by Section 6 of this
                  Agreement ("Semi-Annual Rental Fee"). The total annual fee for
                  the number of the Home Use Mechanisms, will be that amount in
                  yen which shall equal $170.00 U.S. per Home Use Mechanism per
                  year based on the then-existing Exchange Rate as determined by
                  Section 6 of this Agreement ("Annual Rental Fee").

                  The Semi-Annual Rental Fee and the Annual Rental Fee
                  (collectively the "Rental Fees") apply to all Home Use
                  Mechanisms received by STD, including those actually rented to
                  STD customers and those that are not rented, but instead
                  remain in the possession of STD.
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                  Parentech will lease a number of Home Use Mechanisms to STD
                  for calendar years 2002, 2003 and 2004. The Parties shall
                  negotiate in good faith and use their best efforts to
                  determine, by November 2001, both the number of, and the
                  rental fees for, Home Use Mechanisms to be leased in years
                  2002, 2003 and 2004.

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

         4.2  Beginning of Rental Period(s).

                  Parentech's Rental Fees charged to STD are measured in six
                  month increments, or Rental Periods. The first Rental Period
                  for each Home Use Mechanism will be deemed to begin 30 days
                  following its delivery to STD.

         4.3  Payment of Rental Fees; Initial Rental Fee.

                  STD will pay to Parentech the then current Annual Rental Fee
                  prior to the initial shipment of each Home Use Mechanism from
                  Parentech to STD. Subsequent Rental Fees for each Mechanism
                  will be due and payable upon receipt of invoice at the start
                  of every six month interval, following the completion of the
                  initial two (2) Rental Periods, and at the then current
                  Semi-Annual Rental Fee.

         4.4  Restocking Fee.

                  If STD returns any Home Use Mechanisms to Parentech which are
                  not defective, then STD will pay the then current Semi-Annual
                  Rental Fee for such Home Use Mechanisms as a restocking fee,
                  regardless of whether or not the Home Use Mechanisms are
                  subsequently sold, leased, licensed, or in some other way
                  transferred to a third party.

         4.5  Purchase of Softgoods.

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

         4.6  Acceptance Inspection

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

         4.7  Maintenance.

                  STD has the right to request Parentech, at its discretion, to
                  replace or repair the Home Use Mechanisms covered by the
                  warranty that are no longer serviceable due to defects in
                  materials or workmanship. Parentech will provide a quantity of
                  Mechanisms to be stocked by STD 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

                  Home Use Mechanisms are warranted by Parentech for replacement
                  if Mechanism 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 and Softgoods sent to Parentech's
                  manufacturing location will be covered by STD and shipping
                  costs of replacement Mechanisms and Softgoods sent to STD 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.
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5. Mechanisms for Hospital Use.

         5.1  Price of Mechanism

                During calendar year 2000, Parentech will sell to STD, and STD
                will accept, not less than 50 Mechanisms for hospital use
                ("Hospital Use Mechanisms") at a price in yen equal to $250.00
                U.S. per Hospital Use Mechanism at the 2000 Exchange Rate,
                f.o.b. Parentech's manufacturing location (the "Purchase
                Price"). The Purchase Price for Hospital Use Mechanisms after
                year 2000 will be adjusted as mutually agreed upon by the
                Parties in good faith. In the event that STD rents a Hospital
                Use Mechanism at any time, STD will become obligated to pay the
                then applicable Rental Fees in addition to the Purchase Price.

         5.2  Price of Softgoods

                The price of the Softgoods described in Article 3 hereof will
                depend on the type of cart. Parentech will quote the hospital
                use Softgoods by STD's request.

         5.3  Payment

                 STD shall remit Parentech all amount due for Hospital Use
                 Mechanism purchased by STD within thirty (30) days from the end
                 of the month of Air Way Bill date.

         5.4  Warranty.

                 Hospital Use Mechanisms and Softgoods are warranted by
                 Parentech for twelve months from date of STD' receipt.
                 Mechanism 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

                 STD has the right to request Parentech, at its discretion, to
                 replace or repair Mechanisms 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 to be stocked by STD to facilitate immediate
                 replacement; the quantity will be mutually agreed upon by the
                 parties based on sales volume.

         5.6  Title and Risk

                 Title and risk of loss or damage to Mechanism and Softgoods
                 shall pass to STD at the Parentech's manufacturing location.

6. Method of Determining Exchange Rate

                  For calendar year 2000 transactions, the Rental Fees will be
                  based on the Exchange Rate published in the Japan Economic
                  Journal (Nippon Keizai Shimbun) on the date the Agreement is
                  executed (the "2000 Exchange Rate").

                  For calendar year 2001 transactions, the Rental Fees will be
                  based on the Exchange Rate published in the Japan Economic
                  Journal (Nippon Keizai Shimbun) on January 1, 2001, unless
                  that date is not a business day in Japan, then the exchange
                  rate will be based on the first regular business day following
                  January 1, 2001 (the "2001 Exchange Rate").

                  For all subsequent years' transactions under the Agreement,
                  the rental fees will be based on the Exchange Rate published
                  in the Japan Economic Journal (Nippon Keizai Shimbun) on
                  January 1 of each calendar year, unless that date is not a
                  business day in Japan, then the Exchange Rate will be based on
                  the first regular business day following that date.

                  Notwithstanding anything in this Agreement, if the exchange
                  rate between the U.S. dollar and the Japanese yen published in
                  the Japan Economic Journal (Nippon Keizai Shimbun) should
                  change (up or down) by more than twenty percent (20%) from the
                  Exchange Rate then in effect (the "Exchange Rate Limitation"),
                  and said Exchange Rate would be in effect for more than three
                  (3) months after the date such change occurs, then the party
                  adversely affected by such change may request renegotiation of
                  the rental rates and prices set forth in this Agreement.
                  Within fifteen (15) days of such request, the Parties shall
                  negotiate in good faith to agree upon an equitable adjustment
                  to the Exchange Rate then in effect, which adjustment will be
                  retroactive to the date on which the Exchange Rate Limitation
                  was exceeded. If the parties are not able to reach agreement
                  on an adjustment to the Exchange Rate, then the party
                  adversely affected by the expedience of the Exchange Rate
                  Limitation may terminate this Agreement immediately.
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7. Promotional Activity

         7.1  STD's Activity

                  STD shall exert its best efforts to promote the sale of
                  Mechanism and Softgoods in Territory through adequate market
                  research and advertisement in its own name and its account.

         7.2  Information

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

8.  Report

      STD shall furnish Parentech every month with the 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 Mechanism in Territory, address and names of customers,
      and complaints from customers. STD 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 STD to make payments
        to Parentech in U.S. Dollars (collectively, "Regulatory Permits"),
        provided however that STD shall use its best efforts to assist Parentech
        in obtaining such Regulatory Permits at Parentech's request. STD, 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, STD shall provide Parentech with written assurances of such
        compliance. STD will determine the need to obtain Kosheisho approval for
        the Mechanism, and if such approval is necessary, will obtain the
        approval at the cost of STD. STD will determine the need to obtain the
        S-Mark for the product, and if such approval is necessary, will assist
        Parentech in obtaining the mark at the cost of STD. In the event that
        the Agreement is terminated prior to December 31, 2004 and Parentech
        continues to sell its products in Japan using a Kosheisho approval or
        S-Mark obtained by STD, Parentech will reimburse STD pro rata for its
        expenses paid in obtaining that approval, based on the portion of the
        Agreement's Initial Term remaining at the time of termination.

10. Product Branding.

        Parentech will obtain at its option and its expense, trademark
        protection in Japan for the trademark PARENTECH and any other trademarks
        (on behalf of Parentech and in Parentech's name) to be used in
        exercising Marketing Rights for the Mechanism and the Softgoods in Japan
        pursuant to this Agreement. Notwithstanding the foregoing, however,
        Parentech will retain all rights to ownership and use of these
        trademarks, in Japan and elsewhere, and will grant a license to STD to
        use these trademarks solely for use in exercising their Marketing Rights
        under this Agreement. Notwithstanding anything to the contrary contained
        herein, STD may use any of its own trademarks selected by STD at its
        discretion in exercising its Marketing Rights concerning the Mechanism
        and the Softgoods pursuant to this Agreement.

11. Term of Agreement.

         11.1  Expiration and Renewal.

                  The Agreement will have a term commencing with its execution
                  and concluding on December 31, 2004 ("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 the Article 4.8, 5.4, 5.5, 11.1,
                  12, 13, 14, 15, 16, and 17 hereof shall survive the
                  termination or cancellation of this Agreement.
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         STD hereby acknowledges and agrees to meet a minimum performance
         guarantee described in Article 4.1 and 5.1 hereof. ("Performance
         Guarantee").

         Each year, STD undertakes to meet the Performance Guarantee. If, in any
         year, STD does not meet the Performance Guarantee (or if the parties
         have not agreed on a Performance Guarantee for any given year), the
         Parties shall work together in good faith to identify the reasons for
         such failure, and each shall use its best efforts to resolve the
         problem. In order to facilitate resolution of the problem, STD will
         submit in writing to Parentech the reasons for such failure within
         thirty (30) days. Parentech undertakes to be reasonable in its
         assessment of STD's failure to meet the Performance Guarantee.

         If Parentech and STD are unable to agree that STD's failure to meet the
         Performance Guarantee was reasonable (or if the Parties cannot agree on
         a Performance Guarantee for any given year), STD will lose its
         exclusive Marketing Rights for the Mechanism and softgoods for the
         remainder of the term of the Agreement, but the other terms of the
         Agreement will remain in effect. STD may avoid the loss of its
         exclusive rights by paying any shortfall to Parentech within thirty
         (30) days of Parentech's notice to STD that STD has not met the
         Performance Guarantee in any year. If STD does not meet the Performance
         Guarantee for two (2) consecutive years, then Parentech, may, in its
         sole discretion, have, as its sole remedy, the right to terminate this
         Agreement.

         Parentech's sole and exclusive remedy for failure to meet the
         Performance Guarantee set forth in the paragraph above shall be to
         alter the Marketing Rights of STD under this Agreement, such that they
         are no longer exclusive. STD shall have no other liability whatsoever
         to Parentech by reason of failure to meet the Performance Guarantee.

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 STD 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 and Softgoods, and
     Bassinets which consist of Mechanism and Softgoods ("Bassinets")
     purchased by STD 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 and Softgoods by persons other than
     Parentech; or (ii) instruction, direction or specification indicated by
     STD.

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

14. Indemnities for Infringement.

     14.1 If any of the Mechanism or Softgoods or Bassinets 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 STD 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 STD the right to continue using the
     Mechanism or Softgoods thereof which are subject to the claim, suit or
     other proceeding in question, or promptly modify the Mechanism,
     Softgoods or Bassinets which are subject to the claim, suit or other
     proceeding in question, or promptly modify the Mechanism, Softgoods or
     Bassinets 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.
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         14.2 In the event of any claim, suit or other proceeding for which STD
         seeks indemnification from Parentech, as a condition precedent to
         Parentech's obligations hereunder, STD 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 STD seeks
         indemnity, STD 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. STD 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 STD compromise
         or otherwise settle such claim, suit or other proceeding without
         Parentech's prior written consent. If STD fails to obtain Parentech's
         prior written consent to any such compromise or settlement, STD shall
         be solely responsible for all costs of such compromise or other
         settlement.

15. Governing Law

         STD 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.

         16.1 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 finally settled by arbitration without
         recourse to the courts. It shall be conducted before a single
         arbitrator. If Parentech initiates arbitration, such proceeding shall
         be held in the Japan Commercial Arbitration Association of Tokyo, Japan
         pursuant to the Rules of the Japan Commercial Arbitration Association;
         if STD initiates arbitration, such proceeding shall be held in the
         International Chamber of Commerce of Oakland, California pursuant to
         the Rules of the American Arbitration Association for Commerical
         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 ward resulting from such arbitration shall be final 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 STD 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.

         STD hereby acknowledges that the Mechanism(s) are subject to United
         States export controls, pursuant to the U.S. Export Administration
         Regulations. STD 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. STD 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

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

21. Termination

         21.1  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.

         21.2 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 fifty percent (50%) or more of its common capital
                  stock in a single transaction or in a series of transactions,
                  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 22.2 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 insofar as this Agreement is concerned, and not as a partner,
         co-venturer, agent, employee, franchisee, or representative of the
         other party.
<PAGE>

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.

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.

         No party to this Agreement may, voluntarily or by operation of law,
         assign or otherwise transfer any of his, her, or its rights or
         obligations under this Agreement, without obtaining the prior written
         consent of the other parties hereto. Any attempted assignment in
         violation of this Agreement shall be void and of no effect.

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.
<PAGE>

Accepted by:
SII TRADING INC.                           PARENTECH, INC.


By:                                        By:
      -------------------------------           --------------------------------
      Hiroshi Aida          President           Richard D. Propper M.D.
                                                Chairman

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