Exhibit 10.1

        [Confidential price and quantity information has been redacted]

                             DISTRIBUTION AGREEMENT
                             ----------------------

This  DISTRIBUTION  AGREEMENT  ("Agreement"),  effective as of February 24, 2009
("Effective  Date"),  is  entered  into by and between Competitive Technologies,
  ---------------
Inc.  ("CTT"),  a  Delaware  corporation  having  a  place  of  business  at:
        ---

                         Competitive Technologies, Inc.
                         777 Commerce Drive, Suite 100
                              Fairfield, CT  06825

And Dr. Domenico Pecorini of Life Episteme srl ("Distributor"), an Italian
                                                 -----------
corporation with its principal place of business at:

                             Dr. Domenico Pecorini
                               Life Episteme srl
                                 Via Bondeno 35
                              00127 Rome RM ,Italy

CTT and Distributor may each be referred to as a "Party" and collectively as the
                                                  -----
"Parties".
 -------

Witnesseth

WHEREAS, CTT wishes to appoint Distributor as the exclusive sales agent for
certain identified products, and Distributor desires to provide such services to
CTT, in each case, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Parties agree as follows:

1.0     RIGHT  TO  DISTRIBUTE  OR  SUB  DISTRIBUTE

     1.1  CTT hereby  grants  Distributor  the  right  to purchase from CTT, and
          the  exclusive right to distribute or sub-distribute solely within the
          Territory  (as  defined  hereinafter),  the  products  identified  on
          Schedule  1  hereto  (the  "Product(s)").  "Territory"  shall mean the
          countries  identified  on  Schedule  3.

     1.2  Distributor  shall  purchase  the  Product(s)  for  resale from CTT at
          the  price  set  forth  on  Schedule 1 hereto, as such Schedule may be
          amended after two (2) years of the effective date of this Agreement in
          accordance  with  the  terms  hereof.

     1.3  All orders  for  Product(s)  by  Distributor  shall  be  Ex  Works
          Manufacturer.  GEOMC  Co.  Ltd.  of  Korea  (formerly  Daeyang  E&C)
          ("Manufacturer")  in  Seoul,  South  Korea  is  the  Manufacturer.

<PAGE>
     1.4  CTT's and  Manufacturer's  replacement  warranty  for  normal use with
          no  physical  damage  to  the  unit will be for a period of 12 months.
          EXCEPT  FOR  THE FOREGOING, CTT MAKES NO REPRESENTATIONS OR WARRANTIES
          WITH RESPECT TO ANY PRODUCTS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
          WITHOUT  LIMITATION  WARRANTIES OF MERCHANTABILITY, NON-INFRINGMENT OR
          FITNESS  FOR  A PARTICULAR PURPOSE. All purchases of the Product(s) by
          Distributor  from  CTT  shall  be  paid  in  US  Dollars (USD) by wire
          transfer of immediately available funds due to CTT at Bank of America,
          with  the  purchase  price  due  at  the time of order by Distributor.

     1.5  All sales  to  Distributor  are  final.  Any  damaged  Product(s) with
          the  Manufacturer's defects must be returned to the Manufacturer, with
          any  such return being subject to the terms of the applicable one year
          product  warranty.

     1.6  Distributor  agrees  to  (i)  actively  and  continually  market  and
          promote  the  Product(s)  to appropriate potential customers; (ii) use
          best  efforts to promote the sale of the maximum amount of Product(s);
          and  (iii) accurately advise potential customers of the selection, use
          and  functionality  of  the  Product(s).  Distributor  will  keep  CTT
          informed as to conditions that might affect the sale of the Product(s)
          in  the  marketplace.

     1.7  Distributor  will  refrain  from  taking  actions  that may tarnish or
          cause people to hold in poor regard CTT or the Product(s). Distributor
          shall  establish  and  maintain a marketing program and a sales force,
          customer  training  and  technical  service  representatives,  who are
          properly  trained in all aspects of the distributed Product. CTT shall
          have  the  right  to review and discuss with Distributor at reasonable
          times  and  with reasonable frequency all aspects of the marketing and
          service  program.  Distributor  shall  be  solely  responsible  for
          establishing  the  terms of sale (subject to any limitations set forth
          herein)  including,  without  limitation,  the  sale  price  of  the
          Product(s),  consummating  the  sale of any Product(s), collecting the
          sale  price,  and  for  providing  any  post-sale  service that may be
          necessary  with  the  exception of manufacturer warranty claims, which
          shall  be  handled  by  the  Manufacturer.

     1.8  To assist  Distributor  in  marketing  the  Product(s),  CTT  shall
          provide the Distributor with all the technical, medical and economical
          information  regarding  the  MC-5A  and  assist the Distributor in the
          drafting  of  a  comprehensive  business  model. CTT warrants that any
          scientific,  medical  and  clinical information provided by CTT to the
          Distributor  regarding the pain management device is accurate. CTT may
          provide  Distributor  with  such  marketing  materials as CTT may deem
          appropriate.  CTT  shall  have  the  right  to  revise  such marketing
          materials  in  its  sole  discretion  at  any time and to provide such
          revised  marketing  materials  to  Distributor  for  all  future  use.
          Distributor shall have no obligation to use such materials and any use
          of  such  materials  is  at  Distributor's  own  risk.

<PAGE>
     1.9  Distributor  shall  provide  a  written  sales  summary  of actual and
          forecasted  sales  quarterly  to CTT (each a "Quarterly Report"). Each
          Quarterly  Report  shall be provided to CTT on or before the fifteenth
          (15th)  calendar  day  of  the  next  quarter.

     1.10 The authority  granted  to  Distributor  is  to  distribute  or
          sub-distribute  those  Product(s)  it  has  purchased  from CTT solely
          within  the Territory. Moreover, Distributor shall not sell Product(s)
          to purchasers outside the Territory or to purchasers inside or outside
          the  Territory  that Distributor believes or has reason to believe are
          primarily  intended  for  use  or  distribution  outside the Territory
          without  written  permission from CTT. Distributor shall not have, nor
          shall  it  hold  itself  out  as  having,  either  express  or implied
          authority  to  accept orders for the Product(s) on behalf of CTT or to
          make  contracts  in  the  name  of  CTT  or  any  other  party.

     1.11 Distributor  is  not  an  employee  of  CTT  or any subsidiary of CTT,
          and  shall  not  represent  himself  to  be,  nor permit himself to be
          represented  as,  anything other than a Distributor of the Product(s).
          Distributor  does  not  and  shall not have any power to, nor shall it
          represent  that  it has any power to, bind CTT or create or assume any
          obligation  on  behalf  of  CTT.

     1.12 Distributor  shall  not  make  any  representations or warranties with
          respect  to  the Product(s) beyond the product warranties given by the
          Manufacturer of the Product(s). Distributor will comply, at all times,
          with  all  foreign,  federal,  state  and  local  laws and regulations
          applicable  to  it,  including without limitation, all applicable laws
          relating  to  the  marketing, sale and distribution of medical devices
          within  the  Territory.  At  no  time  shall Distributor engage in any
          high-pressure  or  unethical  sales  techniques.

2.0     TERM  OF  AGREEMENT

     2.1  Subject  to  the  other  provisions  of  this  Agreement,  the term of
          this  Agreement shall be for an initial period of three (3) years from
          the Effective Date (the "Initial Term"); provided, that the term shall
          be  automatically extended for additional twelve month periods (each a
          "Renewal  Term,"  and, collectively with the Initial Term, the "Term")
          so  long  as  Distributor  has  purchased  from CTT (and not returned)
          Product(s)  equal  to or in excess of the applicable Product Minimums,
          as  set  forth in Schedule 2 hereto, during each Contract Year for the
          just  ended  Contract Year (i.e., the Initial Term or Renewal Term, as
          applicable).  Once  given,  a  continuation  notice  shall  become  an
          irrevocable  obligation  of  Distributor. Each of the Initial Term and
          each  Renewal  Term  may  be  referred  to  as  a "Contract Year." For
          clarity,  each  Contract Year will correspond with an identical period
          referred  to  as  either  the  Initial  Term  or  a  Renewal  Term.
          Notwithstanding  the  foregoing,  Distributor  may  prevent  any
          auto-renewal  of  the Term by providing CTT with written notice of its
          intent  to terminate this Agreement at least ninety (90) days prior to
          the  end  of  the  then-current  Term.

<PAGE>

     2.2  Either  Distributor  or  CTT  may  terminate  this  Agreement  at  any
          time  if  the  other  Party  shall  breach  its obligations hereunder;
          provided,  however,  that  the  non-breaching  Party  shall  give  the
          breaching Party written notice of such breach, and the breaching Party
          shall  have  thirty (30) calendar days after receipt of such notice to
          cure  such  breach.  If  such  breach  is  cured  to  the  reasonable
          satisfaction  of the non-breaching party during such period, then this
          Agreement  shall  continue in full force and effect. If such breach is
          not  cured  to  the reasonable satisfaction of the non-breaching party
          during such period, then this Agreement shall terminate effective upon
          the  close  of  business  on  the  last  day  of  such  period.

     2.3  In the  event  CTT  ceases  to  have  the  right  to  sell  any of the
          Product(s),  either  in  whole or in part, Distributor's right to sell
          such  Product(s)  shall  immediately  cease,  and  CTT  shall  have no
          liability  whatsoever  to  Distributor  arising from such cessation of
          sales.  To  the  extent  such  cessation  is  to  less than all of the
          Product(s),  this  Agreement  shall  continue  with  respect  to  the
          remaining  Product(s)  in  accordance  with  its  terms.


3.0     MINIMUM SALES OBLIGATIONS

     3.1  Distributor  shall  be  obligated  to  purchase  from  CTT that number
          of  Product(s) during each Contract Year as is set forth in Schedule 2
          hereto  (for  each  such  Contract  Year, the "Product Minimums"). The
          Product  Minimums  for  each of the first three (3) Contract Years are
          set forth in Schedule 2 hereto. The Product Minimums for Contract Year
          3 and beyond shall be set by CTT in good faith taking into account the
          number  of  sales  and  the  Quarterly  Product  Minimums  (on  both a
          quarterly  and  annual basis) for the prior Contract Year and shall be
          provided  to  Distributor  at  least  ninety  (90)  days  prior to the
          beginning  of  such  new  Contract  Year.

     3.2  The first  Contract  Year  will  start  after this Agreement is signed
          and  at  the  expiration  of  the  XX day ramp up period following the
          effective  date  of  the Agreement. Following this event, the "Selling
          Clock Starts Ticking" for the minimums required in the Contract Years.
          Immediately  after  this  Agreement is signed within XX days and after
          the  import  license  approval is released to the Distributor from the
          concerned  authorities  the Distributor will pre-pay for XX units from
          CTT  at  XX  (USD)  per  unit.

          The  Distributor  shall  submit  to  CTT  for  approval  a  XX  years
          comprehensive  business  plan within XX months from the effective date
          of the Agreement, which will then indicate the targeted sales for Year
          1,  2,  3,  4,  5.  The  Distributor shall anyway agree to purchase XX
          devices  within  12 months from the approval to import and sell in the
          concerned  territories  and  XX  devices  within  the  end  of  Year

<PAGE>
          3  from  that  approval  to  import  and sell. All the details will be
          displayed  in  the  business  plan.


     3.3  For continued  exclusivity,  the  annual  minimums  will  have  a
          tolerance  factor  of  XX  of  the  Contract  Year  minimum units. For
          example;  Contract  Year  1  must  be  at  least  XX units to maintain
          exclusivity.

     3.4  This Agreement  and  Exclusive  Distributor  status  shall  be
          automatically  extended  for additional XX month period so long as the
          Yearly  Product  Minimums  as  set  forth  in Schedule 2 are achieved.



4.0     COMPENSATION

     4.1  As between  CTT  and  Distributor,  subject  only  to  CTT's  right to
          its  purchase price from Distributor, Distributor shall be entitled to
          retain  one  hundred  percent  (100%) of all amounts received from the
          purchaser  or  sub-distributor  of  a  Product.  The Distributor shall
          organize,  through  its  sub-distributors too, at its own expenses and
          within  the end of Year 1, a roll out and marketing conference in each
          selected  territory in order to present and launch the MC-5A, at which
          the  presence  of  Prof.  Marineo  and  CTT's  top  official  shall be
          required.  All  travel,  promotional,  entertainment,  taxes and other
          expenses  incurred by Distributor in its efforts to market and promote
          the  Product(s)  will  be  the  sole  obligation  of  Distributor, and
          Distributor  will  not  be  entitled to reimbursement of any kind from
          CTT.

5.0     CONFIDENTIALITY;  NON-DISPARAGEMENT

     5.1  Confidentiality.

          A.   As used  herein,  "Confidential  Information"  means  private,
               confidential,  trade  secret  or  other  proprietary  information
               (whether  or  not  embodied  or  contained in some tangible form)
               relating  to  any  actual  or  anticipated business of CTT or its
               clients, including, without limitation, any information which, if
               kept  secret,  will  provide CTT or its clients with an actual or
               potential economic advantage over others in the relevant trade or
               industry,  such  as, but not limited to: business data (including
               cost  data),  price  lists,  strategies  and  compensation.
               Confidential  Information shall not include information that: (i)
               at the time of first disclosure by CTT to Distributor was already
               in  the  possession  of  Distributor, as shown by written records
               existing  at  such  time; (ii) is independently made available to
               Distributor  on  a  non-confidential  basis  by  an unrelated and
               independent  third  party  whose disclosure does not constitute a
               breach  of  any  duty  of

<PAGE>
               confidentiality owed to CTT or its clients; or (iii) is generally
               available  to  the  public  in  a  readily-available  document.

          B.   Except  as  required  in  considering  a  potential  business
               relationship  with  CTT  or  its  clients,  in connection with an
               actual business relationship with CTT or its clients, or with the
               prior  written  authorization  of  CTT,  Distributor  shall  not
               directly  or  indirectly  use,  disclose, disseminate, publish or
               otherwise  reveal any Confidential Information for the benefit of
               any  party  other  than  CTT  or  its  clients. In the event that
               Distributor  is required by legal process (court order, subpoena,
               etc.)  to  disclose  Confidential  Information, Distributor shall
               first  (unless  expressly  prohibited  by  law)  provide CTT with
               notice and the opportunity to take appropriate action to preserve
               the confidential nature of the information; provided, that in the
               event  CTT  elects  not  to  seek  an  order  securing,  or  is
               unsuccessful,  in  whole  or  in  part,  in  securing,  the
               confidentiality  of  the information to be disclosed, Distributor
               shall limit such disclosure to the minimum amount of Confidential
               Information necessary to comply with the applicable legal process
               as  established  by the written opinion of Distributor's counsel.

          C.   Upon termination  of  Distributor's  discussions  with  CTT
               concerning  a  potential business relationship or the termination
               of  any  actual  business  relationship,  in either case, for any
               reason,  or  upon CTT's earlier request, Distributor shall return
               to  CTT  or  destroy all Confidential Information and any and all
               copies  or  reproductions thereof, and any documents or materials
               containing  Confidential  Information,  in  any  case,  whether
               tangible  or  intangible, in Distributor's possession or control.

     5.2  Non-Disparagement.  Distributor  acknowledges  that  any  disparaging
          comments  by Distributor or its principals, employees or agent against
          CTT  or  the  Product(s)  is likely to substantially harm the business
          reputation  of,  and depreciate the value of, CTT. As such Distributor
          agrees  to act in good faith so as not to harm the business reputation
          of  CTT  or  the  Product(s) in any way, which includes, Distributor's
          agreement  not to defame or publicly criticize the services, business,
          integrity,  veracity  or  reputation  of  the  Product(s)  or CTT, its
          officers,  directors,  managers,  members,  employees,  affiliates  or
          agents  thereof,  in  either  a  professional  or personal manner. The
          provisions of this Section shall survive any termination or expiration
          of  this  Agreement  for  a  period  of  five  (5)  years.

          CTT  acknowledges  that  any  disparaging  comments  by  CTT  or  its
          principals,  employees  or agent against Distributor or the Product(s)
          is  likely  to  substantially  harm  the  business  reputation of, and
          depreciate  the  value  of,  Distributor. As such CTT agrees to act in
          good faith so as not to harm the business reputation of Distributor or
          the  Product(s)  in  any  way,  which includes, CTT's agreement not to
          defame  or  publicly  criticize  the  services,  business,  integrity,
          veracity  or  reputation

<PAGE>
          of  the  Product(s) or Distributor, its officers, directors, managers,
          members,  employees,  affiliates  or  agents  thereof,  in  either  a
          professional  or personal manner. The provisions of this Section shall
          survive  any  termination or expiration of this Agreement for a period
          of  five  (5)  years.


6.0     CONFLICT  OF  INTEREST

     6.1  Distributor  shall  not  hire  any  officer  or  employee  of  CTT  to
          perform  any  service  covered  under  this  Agreement.

     6.2  Distributor  shall  not  sell  or  distribute  identical  products  in
          the  territories  and  listed  in  Schedule  1  under  this Agreement.

7.0     ASSIGNMENT  OR  SUBCONTRACTING

     7.1  Distributor  may  assign  or  transfer  this Agreement or any interest
          therein  or claim hereunder, or subcontract any rights hereunder, with
          the  prior written approval of CTT. CTT will not unreasonably withhold
          consent  to  such  assignment or transfer, the terms and conditions of
          this  Agreement  shall  be  binding  upon  any  assignee or transferee


8.0     INDEMNIFICATION;  LIMITATION  OF  LIABILITY



     8.1  CTT shall  provide  compensation  given  proper  use of the device and
          evidence  that so far all the treated patients did not suffer from any
          collateral  damage.  Distributor will defend, indemnify, reimburse and
          hold  CTT  harmless  from and against any and all liabilities, losses,
          damages and costs, including reasonable attorneys' fees (collectively,
          "Losses"),  resulting  from  or  arising  out of, or resulting from or
          arising  out  of  third  party  claims  based  upon,  (a)  the grossly
          negligent,  intentionally  wrongful  or  illegal  acts or omissions of
          Distributor;  or  (b)  any actions of Distributor beyond its authority
          granted  hereby  including  the  making  of  any  representations with
          respect  to  Product(s).

     8.2  EXCEPT  AS  PROVIDED  UNDER  SECTION  8.1  OR WITH RESPECT TO BREACHES
          OF THE CONFIDENTIALITY PROVISIONS OR SCOPE OF DISTRIBUTOR GRANT, IN NO
          EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
          INDIRECT, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR
          IN CONNECTION WITH THE AGREEMENT REGARDLESS OF WHETHER SUCH CLAIMS ARE
          ASSERTED IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR
          OTHERWISE,  EVEN  IF  ADVISED

<PAGE>
          OF  THE POSSIBILITIES OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE
          LIABILITY  OF  CTT  ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT
          (OR  ANY  BREACH  OR  VIOLATION  HEREOF)  EXCEED  THE  AMOUNT  PAID BY
          DISTRIBUTOR  TO  CTT  UNDER  THIS  AGREEMENT.  SUCH  LIMITATION  IS AN
          ESSENTIAL  PROVISION  OF THIS AGREEMENT AND WAS A CONDITION UPON WHICH
          THE  TERMS  AND  PRICING  WERE  BASED.

9.0     MISCELLANEOUS

     9.1  AMENDMENT  AND  WAIVER.  Any  provision  of  this  Agreement  may  be
          amended  or  waived  only  with the written and signed consent of both
          Parties.

     9.2  SEVERABILITY.  If  any  provision  of  this Agreement shall be held to
          be illegal, invalid, or unenforceable, such provision will be enforced
          to  the  maximum  extent permissible so as to effect the intent of the
          parties,  and  the  validity,  legality,  and  enforceability  of  the
          remaining  provisions  shall  not  in  any way be affected or impaired
          thereby.

     9.3  APPLICABLE  LAW.  This  Agreement  shall  be  governed  by the laws of
          the  State of Connecticut in the United States or as an option to both
          parties,  arbitration according to international standards such as the
          International  Chamber  of  Commerce  (ICC), Commission on Arbitration

     9.4  NOTICE.  Any  payment,  notice,  or  other  communication  required or
          permitted  to  be made to either Party hereunder shall be sufficiently
          made  or given (i) on the second business day after mailing if sent to
          such  Party  by  internationally recognized overnight courier, (ii) in
          the  next  business  day  after  receipt of confirmation of successful
          transmission  if  sent by facsimile, and (iii) upon receipt if sent by
          hand delivery, in each case, at its address given below, or such other
          address as it shall hereafter designate to the other Party in writing:

                 IN THE CASE OF COMPETITIVE TECHNOLOGIES, INC.:

                                  John B. Nano
                          Chairman, President and CEO
                         Competitive Technologies, Inc.
                         777 Commerce Drive, Suite 100
                              Fairfield, CT  06825
                                  203.368.6044

              WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE):

                      Edwards, Angell, Palmer & Dodge, LLP
                                301 Tresser Blvd

<PAGE>
                               Stamford, CT 06901
                          Attn: John A. Flaherty, Esq.
                                  203.353.6800

                          IN THE CASE OF DISTRIBUTOR:

                             Dr. Domenico Pecorini
                               Life Episteme srl
                                 Via Bondeno 35
                              00127 Rome RM, Italy

     9.5  INTEGRATION.  This  Agreement  expresses  the  full  contract  between
          the  Parties,  and  all other prior or contemporaneous oral or written
          representations  with  regard to the subject matter hereof shall be of
          no  effect.

     9.6  INTERPRETATION,  HEADINGS,  NUMBER  AND  GENDER.  The  Parties
          acknowledge  and  agree that this Agreement has been freely negotiated
          and  shall  be  deemed  to  have  been drafted by the Parties jointly.
          Accordingly, no court should construe any provision for or against any
          Party as a result of such Party being involved in the drafting of this
          Agreement.  The  headings  of  the  several  sections are inserted for
          convenience  of  reference only, and are not intended to be part of or
          to  affect  the  meaning  or interpretation of this Agreement. In this
          Agreement,  where  the  context so permits, the singular shall include
          the  plural,  and  vice  versa,  and references to a particular gender
          shall  include  the other genders. The words "include," "includes" and
          "including"  are  not limiting and shall be interpreted as if followed
          by  the  phase  "without  limitation."  Unless  the  context indicates
          otherwise,  the  term  "or" shall be deemed to include the term "and."

     9.7  FORCE MAJEURE.  No  Party  hereto  shall  be liable in damages or have
          the  right  to  cancel  this  Agreement  for  any  delay or default in
          performing  hereunder if such delay or default is caused by conditions
          beyond  its  control,  including  but  not  limited  to  acts  of God,
          government  restrictions,  wars,  or  insurrections.

     9.8  EXECUTION.  This  Agreement  will  not  be  binding  upon  the Parties
          until  it  has  been  duly  executed by or on behalf of each Party, in
          which  event  it  shall  be  effective  on  the  Effective  Date.

     9.9  COUNTERPARTS.  This  Agreement  may  be  executed  in  two (2) or more
          counterparts,  each  of  which shall be deemed an original, but all of
          which  together shall constitute one and the same instrument. Delivery
          of  an  executed  counterpart  of this Agreement by facsimile shall be
          equally  effective  as delivery of an original executed counterpart of
          this  Agreement.

<PAGE>
     9.10 AUTHORIZED  SIGNATORIES.  The  undersigned  individuals  each
          represent  and  warrant  that  they have the authority to execute this
          Agreement  on  behalf  of  their  respective  companies  or  in  their
          individual  capacities,  as  the  case  may  be.

                            [Signature page follows]

<PAGE>

IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
dates  shown  below.


COMPETITIVE TECHNOLOGIES, INC.        Life Episteme srl



BY:    \s\ John B. Nano               BY:     \s\ Dr. Domenico Pecorini

NAME:  JOHN B. NANO                   NAME:   DR. DOMENICO PECORINI

TITLE: CHAIRMAN, PRESIDENT & CEO      TITLE:  CHIEF OPERATING OFFICER

DATE:  February 24, 2009              DATE:   February 24, 2009




<PAGE>

                                   SCHEDULE 1

                                   PRODUCT(S)

                       PER UNIT
PRODUCT                PURCHASE PRICE
---------------------  ----------------
PAIN SCRAMBLER DEVICE  $       XX (USD)
---------------------  ----------------



<PAGE>
                                   SCHEDULE 2

                                PRODUCT MINIMUMS

I.  For Pain Scrambler Device:

CONTRACT YEAR  CONTRACT YEAR MINIMUMS
-------------  ----------------------
1              XX
-------------  ----------------------
2 AND 3        XX UNITS CUMULATIVE
-------------  ----------------------


<PAGE>
                                   SCHEDULE 3

                                   TERRITORY

Italy
France
Spain
Germany
Switzerland
United Kingdom
Croatia
Russia
Poland
Turkey
Israel
Egypt
Kuwait
United Arab Emirates
Qatar
Saudi Arabia
Morocco
Libya
Algeria
Pakistan
Thailand
Philippines
Singapore
Indonesia
Vietnam
South Africa
Brazil
Argentina
Australia