EXHIBIT 10.34


 *  Confidential Treatment has been  requested for portions of this  exhibit.
 The copy filed herewith omits the information subject to the confidentiality
 request.  Omissions are designated as *.  A complete version of this exhibit
 has been filed separately with the Securities and Exchange Commission.

                           MANUFACTURING AGREEMENT
                           -----------------------

 Executed  in the  city of Liberia, Costa  Rica on the  21st day of  January,
 2005, between:

 SABILA INDUSTRIAL, S.A. ("SISA")  a corporation existing  under the Laws  of
 Costa Rica, corporate  I.D. number 3-101-123588,  hereby represented by  its
 Coordinator for South American Businesses, Mr. Jose  Alberto Zuniga  Blanco,
 of legal age, engineer, identity card number * and,

 MIRADENT PRODUCTS OF COSTA RICA, S.A. ("MPCR"), a corporation existing under
 the  Laws  of  Costa  Rica,  corporate  I.D.  number  3-101-373278,   hereby
 represented by its President Mr. William Utz, of legal age, lawyer, American
 citizen, passport number * .

                                   WHEREAS

   -  MPCR is a company  established to produce  and  sell proprietary dental
      products ("the  Products"), such  as  dentures, dental  arches,  dental
      implant stents, exclusively to MiraDent Group.

   -  SISA is a company  operating under the free  zone regimen that has  the
      facilities and personnel required to manufacture the Products for MPCR.

 THEREFORE, being  of  mutual  benefit  for the  parties,  it  is  agreed  to
 celebrate this  Manufacturing Agreement  ("the Agreement")  to be  regulated
 according to the Costa Rican Laws and the following clauses.

 FIRST:  Manufacturing agreement.
 ------  ------------------------
 MPCR contracts SISA  to manufacture  the Products  within SISA's  production
 building in Liberia, Guanacaste.

 SECOND:  SISA's obligations.
 -------  -------------------
 SISA agrees to the following conditions and obligations:

   a) Provide all the  management and manufacture  personnel required to  run
      the  overall  production   operation,  which   includes:  handling   of
      importation and exportation proceedings of raw materials, machinery and
      final  product,  manufacturing  process,  machinery  installation   and
      maintenance, management, supervision  and  control.  Provide industrial
      technical  assistance  to  expedite and  facilitate  output.  For  this
      purpose SISA shall employ and  supervise the personnel and comply  with
      the labor regulations that might correspond as the sole employer.

   b) Obtain  all  the  necessary   permits  from  PROCOMER  and  any   other
      government agency required to handle the operation under the free  zone
      regimen.

   c) Provide  a manufacturing  area  of  198 square  meters  in  its  actual
      production facilities.  Additionally SISA  in order to provide space to
      MPCR will construct a separate storage facility with an estimated  cost
      of US$114,000.00  Funds  to aid  in  the constructions of the  facility
      shall be provided by MPCR, as follows:  (1)  US$ 40,000 on or before  1
      February 2005 and (2) US$ 10,000 on or before 1 March 2005; US$  12,000
      on or before 1 April 2005; and US$ 18,000 on or before 1 May 2005.

   d) SISA will not  be obliged to continue  with the construction or  comply
      with any other obligation  contained in the  Agreement if the  required
      funds are not provided on time.

 THIRD:  MPCR's obligations.
 ------  -------------------
 MPCR agrees to the following conditions and obligations:

   a) Provide the training method for  the core personnel and develop a  team
      of trained personnel that are skilled in the production and capable  of
      training others.  MPCR  will assume any labor or commercial obligations
      related  to  the  non-permanent  trainers  required  to  train   SISA's
      personnel.  MPCR  will  assume  any  labor  or  commercial  obligations
      related to the  personnel, managers, directors  or any person  directly
      related to MPCR or MiraDent  Group  that might be  retained by MPCR  in
      order to support and/or modify  SISA's operations or to represent  MPCR
      under this agreement.

   b) Beginning 1 February 2005, pay to SISA  a monthly rent of US$ 1287  per
      month (198 square meters x  US$ 6.50 / sq  meter) for  the space  being
      used within SISA, facilities. This rental rate is fixed for twenty four
      (24) months at which time the rental rate  is subject to renegotiation.
      MPCR has  a credit  of  US$ 80,000  to be applied against  its  monthly
      rental payments.

   c) Provide  all machinery,  equipment  and any  materials,  including  the
      initial raw  materials, for  the production  of the  Product  including
      packing  materials.  Provide supervision  of the  installation  of  the
      machinery  and  equipment  and  pay  any  physical  installation  costs
      required.  The  method of  payment of  these  costs will be  negotiated
      after they have  been incurred. All  custom duties  and shipment  costs
      shall be covered by SISA and be reimbursed by MPCR.

   d) Maintain what is determined to be essential spare parts.

 Additionally it is agreed that MPCR does not have the right to interfere  or
 intervene  with  the  way  SISA  handles   the  hiring  of  personnel,   the
 administration of operation, etc,  unless it is  related to quality  control
 aspects  of  the  Product.  SISA  is  not  obliged  to  hire  any  personnel
 recommended by MPCR

 FOURTH:  Other agreements relating to production.
 -------  ----------------------------------------
   a) Quantity  requirement.   SISA  agrees  to  use commercially  reasonable
      efforts to meet all the quantity requirements of MPCR for Products.

   b) Modifications to existing processes  or  specifications.  SISA  may not
      make  any  modifications  to the quality and production process without
      the  prior  written  consent  of  MPCR.  The  cost of modifications  to
      existing processes or specifications required by MPCR shall be the sole
      responsibility of MPCR.

   c) Rights  to  inspect  and  monitor production.  SISA grants to MPCR  the
      right to inspect and monitor production at the Plant at any time during
      normal business hours.

   d) Process records.      SISA shall  maintain, for  a period  of five  (5)
      years from  the  date that  any  production process  was  performed  to
      produce the  Products,  accurate  records  describing  in  detail  such
      production on a by lot  basis. SISA shall give  MPCR the right, at  any
      time during SISA's normal business hours and upon reasonable notice, to
      inspect and make copies of any of SISA production records.

 FIFTH:  Compensation, prices and terms.
 ------  -------------------------------
   a) Compensation.   SISA will  be compensated  for the  manufacture of  the
      Products on a per unit basis according to the pricing schedule shown on
      Annex 1 of this Agreement  All  Products manufactured  by SISA will  be
      sold by SISA to MPCR and purchased  by MPCR from SISA at the  specified
      price (the  "Contract Price")  listed  on  Annex  1.  Annex 1  will  be
      amended from time to time as additional Products are added.  Prices are
      firm for one year, then are subject to re-negotiation.  All prices  are
      F.O.B. SISA's facility, Liberia, Guanacaste, Costa Rica.  Ownership  of
      and title to Products and all risks of loss with respect thereto  shall
      pass to MPCR upon delivery of such Products by SISA to the land carrier
      at the  designated delivery  (F.O.B.)  point.  Deliveries  of  Products
      shall be made by  SISA under normal trade  conditions in the usual  and
      customary manner being utilized by SISA at the time and location of the
      particular delivery.

   b) Payment. MPCR will  pay SISA for  all Products not  later than 30  days
      after date of invoice.

   c) Forecasts.  Promptly after  the execution of this Agreement, MPCR  will
      provide SISA with a forecast of  its Product requirements for the  next
      twelve (12) months  so as  to give  SISA sufficient  advance notice  of
      MPCR's requirements to allow it to satisfy such requirements. MPCR must
      give SISA purchase orders  at least 90 days  in advance of the  desired
      delivery date in order to allow SISA to obtain supplies and manufacture
      the Products.

   d) Purchase Orders.  Subject  to the foregoing provisions of this  Section
      5, MPCR will  from time to  time submit definitive  purchase orders  to
      SISA setting  forth the  quantities of  each  Product to  be  supplied,
      desired delivery dates and shipping  instructions.  SISA will  promptly
      accept such purchase orders or reject  the purchase order by  informing
      MPCR that it cannot in whole or in part fill a purchase order.   SISA's
      rejection of a purchase order shall not be a breach of this  Agreement.
      Any accepted purchase order  shall be a binding  obligation of SISA  to
      supply and MPCR to purchase the Products ordered on the dates specified
      in such purchase order.

 SIXTH:  Warranties.
 ------  -----------
   (a)  SISA warrants that, at  the time of  shipment by  SISA, all  Products
      manufactured by  SISA sold  and delivered  pursuant to  this  Agreement
      will  conform  to   the  mutually  agreed   upon  visual  and   written
      specifications for the Products.

   (b)  SISA  further warrants that,  at the time  of shipment, all  Products
      manufactured by  SISA and  sold and shipped  to MPCR  pursuant to  this
      Agreement will  have been  manufactured in  accordance with  applicable
      current good manufacturing practices ("cGMP") regulations as set  forth
      in 21  CFR 210,  as then  in effect,  in a  facility that  is ISO  9000
      certified.

   (c)  SISA accepts liability for Products that do not conform to visual and
      written specifications  and agrees  to reimburse  MPCR for  the  amount
      invoiced to MPCR  for such non-conforming  Products should they  occur.
      Except as may be expressly stated by  SISA on the Product or on  SISA's
      packaging, or in  SISA's information accompanying  the Product, at  the
      time of  shipment to  MPCR hereunder  or as  otherwise stated  in  this
      section of this  Agreement, SISA MAKES  NO REPRESENTIONS OR  WARRANTIES
      OF  ANY  KIND  WITH  RESPECT  TO  THE  PRODUCTS,  EXPRESS  OR  IMPLIED,
      INCLUDING ANY  IMPLIED WARRANTY  OF MERCHANTABILITY  OR FITNESS  FOR  A
      PARTICULAR PURPOSE.   SISA  NEITHER ASSUMES  NOR AUTHORIZES  ANYONE  TO
      ASSUME  FOR IT  ANY  OBLIGATION OR  LIABILITY  IN CONNECTION  WITH  THE
      PRODUCTS.   MPCR shall  not make  any representation  or warranty  with
      respect to the  Products that is more  extensive than, or  inconsistent
      with,  the limited  warranty  set forth  in  this Article  or  that  is
      inconsistent with the policies or publications of SISA relating to  the
      Products.

   (d)  MPCR'S EXCLUSIVE REMEDY  FOR BREACH OF ANY  WARRANTY HEREUNDER IS THE
      REFUND OF THE CONTRACT PRICE FOR  THE PRODUCTS THAT ARE COVERED BY  THE
      WARRANTY.   SISA  SHALL  HAVE  NO OTHER  OBLIGATION  OR  LIABILITY  FOR
      DAMAGES TO  MPCR  ANY OTHER  PERSON OF  ANY  TYPE, INCLUDING,  BUT  NOT
      LIMITED  TO, INCIDENTAL,  SPECIAL  OR CONSEQUENTIAL  DAMAGES,  LOSS  OF
      PROFITS  OR OTHER  COMMERCIAL  OR ECONOMIC  LOSS,  OR ANY  OTHER  LOSS,
      DAMAGE OR EXPENSE, ARISING OUT OF OR IN CONNECTION WITH THE SALE,  USE,
      LOSS OF USE, NONPERFORMANCE OR REPLACEMENT OF THE PRODUCTS.


 SEVENTH:  Term.
 --------  -----
 The term of this Agreement shall be five (5) years.

 This Agreement shall be operative upon the Effective Date and shall continue
 in  effect  for  five  (5)  years,  unless  terminated  pursuant  to   early
 termination  provisions  herein,  and  may  be  extended  pursuant  to   the
 provisions below.

 At the  end  of  this  initial  five (5)  year  term  this  Agreement  shall
 automatically renew for an additional five (5) year period, unless a written
 notice is provided by either party to  the other that the moving party  does
 not wish to continue the Agreement.  And, on each five (5) year  anniversary
 date thereafter, this Agreement shall automatically renew for an  additional
 five (5) year term, unless a written  notice is provided by either party  to
 the other  party  that  the moving  party  does  not wish  to  continue  the
 Agreement.  Written notice must be  provided by the party wishing to  cancel
 the Agreement not later than one hundred eighty (180) days prior to the  end
 of the initial five (5)  year term of this  Agreement or one hundred  eighty
 (180) days prior to the anniversary date of any automatic renewal period.

 Upon automatic extension of  this Agreement under  the provisions above  all
 terms and conditions  of this  Agreement shall  continue in  full force  and
 effect.

 The Agreement  shall  be terminated  before  expiration of  the  initial  or
 extended term:

   a) If SISA or  MPCR fails to  comply with any  of their obligations  under
      this Agreement and if the noncompliance is not cured within thirty (30)
      days of written  notice of such  noncompliance, then,  the party  gives
      notice of termination to the other on those grounds, in which case that
      party can claim compensation for the damages caused by such failure  to
      comply;

   b) If  SISA or  MPCR  becomes  insolvent, submits  to  an  agreement  with
      creditors,  admits  in writing  its  inability  to  pay its  debts when
      due,  or  becomes the  subject of voluntary  or involuntary bankruptcy,
      insolvency,  reorganization,  relief  for  debts,  receivership,  or  a
      similar procedure  that may  affect all  its  assets or  a  substantial
      portion thereof,

   c) Upon the  definitive cessation of  operations in Costa  Rica of  SABILA
      INDUSTRIAL and  the  industrial plant  operated  by it  in  Liberia  by
      decision of the parent company.

   d) If SISA and MPCR agree in writing to terminate the Agreement.

 The termination of this Agreement does  not release any of the parties  from
 any pending obligation originated before or at the time of such termination.

 Upon the termination of this Agreement, whether terminated pursuant to early
 termination provisions herein or upon the expiration of the original term or
 any renewal term  of this Agreement,  any and all  improvements to the  SISA
 facilities and  property  made by  or  funded by  MPCR  as a  part  of  this
 Agreement shall thereinafter be the sole property of SISA.

 EIGHTH:  Indemnification.
 -------  ----------------
 MPCR AGREES TO INDEMNIFY AND HOLD HARMLESS SISA AND ITS EMPLOYEES, OFFICERS,
 DIRECTORS, STOCKHOLDERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL
 LOSSES, DAMAGES, COSTS  AND EXPENSES,  INCLUDING REASONABLE  LEGAL FEES  AND
 EXPENSES INCIDENT THERETO,  ARISING FROM ANY  SUIT, CLAIM OR  DEMAND OF  ANY
 THIRD  PARTY  RELATING  TO  (A)  ANY  DESIGN  DEFECT  IN  ANY  MPCR  PRODUCT
 MANUFACTURED BY  SISA  AS TO  WHICH  MPCR  HAS PROVIDED  SISA  WITH  WRITTEN
 SPECIFICATIONS OR  SAMPLES  TO  WHICH THE  MPCR  PRODUCT  SUPPLIED  BY  SISA
 COMPLIES, (B) ANY  DESIGN DEFECT  IN ANY  MPCR PRODUCT  NOT MANUFACTURED  BY
 SISA, (C) ANY  MANUFACTURING DEFECT IN  A MPCR PRODUCT  NOT MANUFACTURED  BY
 SISA, (D)  ANY STATEMENT  ON ANY  LABELING  OF OR  LITERATURE FOR  ANY  MPCR
 PRODUCT THAT IS FALSE OR VIOLATES ANY LAW OR REGULATION OF THE UNITED STATES
 OR ANY AGENCY, STATE  OR LOCALITY THEREOF, AND  (E) ANY INFRINGEMENT BY  ANY
 MPCR PRODUCT OR ANY LABELING, PACKAGING  OR PRODUCT LITERATURE FOR ANY  MPCR
 PRODUCT NOT  FURNISHED  OR  APPROVED  BY  SISA  OF  ANY  PATENT,  TRADEMARK,
 COPYRIGHT, DESIGN OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

 NINTH:  Force Majeure.
 ------  --------------
 Neither SISA nor MPCR shall be  liable for any failure to perform  hereunder
 (other than  payment of  invoices  when due)  if  either is  prevented  from
 performing any of its obligations hereunder due, in whole or in part, to any
 contingency or  cause  beyond  its reasonable  control,  including,  without
 limitation, fire, explosion, earthquake, storm, flood, drought, lightning or
 other  adverse  weather  conditions,   accident,  breakdown  of   machinery,
 transportation or  handling difficulties,  strike, lockout,  or other  labor
 difficulties (from whatever cause arising, and whether or not the demands of
 employees are reasonable or within its  power to grant), war,  insurrection,
 riot, civil commotion, sabotage, vandalism, smoke, act of God or the  public
 enemy, any  law, act,  order, proclamation,  decree, regulation,  ordinance,
 instruction, embargo or request  of any government or  any officer or  agent
 thereof,  any  order,  judgment or decree  of any court,  delay  or  failure
 of  carriers  or  contractors,  labor  shortage,  or  inability  to   obtain
 transportation equipment,  raw materials,  fuel, power,  plant equipment  or
 materials required for  maintenance or repairs  ('Force Majeure") nor  shall
 MPCR's or  SISA's obligations,  except as  may  be necessary,  be  suspended
 during  the  period  of  such  Force  Majeure,  nor  shall  either   Party's
 obligations be cancelled with  respect to such Products  as would have  been
 sold hereunder but for such suspension.   Such affected Party shall give  to
 the other  Party  prompt notice  of  any such  Force  Majeure, the  date  of
 commencement thereof  and its  probable duration  and shall  give a  further
 notice in like manner upon the termination thereof.  Each Party hereto shall
 endeavour with  due  diligence to  resume  compliance with  its  obligations
 hereunder at the earliest date  and shall do all  that it reasonably can  to
 overcome or mitigate the effects of any such Force Majeure upon both Party's
 obligations under this  Agreement.  Should  the Force  Majeure continue  for
 more than six  (6) months,  than the  other Party  shall have  the right  to
 cancel this Agreement and the Parties  shall seek an equitable agreement  on
 the Parties' reward of interests.

 The Parties agree that any obligation to pay money is never excused by Force
 Majeure.

 TENTH:  Trademarks.
 ------  -----------
 With respect to trademarks, the Parties agree as follows:

   a) To the  extent, and  only to the  extent, of  written authorization  by
      MPCR, may  SISA use,  symbolize, or  otherwise mark  Products with  the
      MPCR's trademarks or other proprietary logos.

   b) Except as authorized in  writing, SISA shall not,  at any time, in  any
      place, or in any  manner, utilize the trademarks  of the MPCR, nor  any
      name or logo  confusingly similar  thereto, in  connection with  SISA's
      business  activities  or  in  the  manufacture,  use,  sale  or   other
      disposition of Products, or in any other way whatsoever.

   c) Except as authorized in  writing, MPCR shall not,  at any time, in  any
      place, or any manner, utilize the  trademarks of SISA, nor any name  or
      logo  confusingly  similar  thereto,  in  connection  with  the  MPCR's
      business activities  or  in  the use,  sale  or  other  disposition  of
      Products, or in any other way whatsoever.

 ELEVENTH:  Proprietary Information and Confidentiality.
 ---------  --------------------------------------------
   a) Each Party agrees to maintain the other Parties' Proprietary
      Information in strict confidence, not to make use thereof other than
      for the performance of this Agreement, to release it only to employees
      who have reasonable need to know the same, and except as required by
      law, not to release or disclose it to any third parties, without the
      prior written consent of the disclosing Party.

   b) All Proprietary Information and any copies thereof shall remain the
      property of the disclosing Party, and no license or other rights
      therein is granted or implied hereby.

   c) This Article is supplemental to and not in limitation of any
      confidentiality agreements to which the Parties are signatories.

   d) Any of SISA's or MPCR's officers, directors, employees, agents,
      representatives or contractors who are assigned to or visit the MPCR
      production facility shall execute and deliver a confidentiality
      agreement in form of Annex 2 attached hereto.

   e) Except as otherwise provided herein, each Party shall immediately
      notify the other of any private or governmental request for Proprietary
      Information or documents relating to the products or this Agreement.
      In the event that a Party receives any subpoena or other legal process
      requiring the production of information, documents, data, work papers,
      reports, or other materials relating to Proprietary Information,
      Products, or this Agreement, that Party shall give the affected Party,
      if possible, the opportunity to participate in quashing, modifying or
      otherwise responding to any compulsory process in an appropriate and
      timely manner and cooperate fully with the affected Party's efforts to
      narrow the scope of any such compulsory process, to obtain a protective
      order limiting the use or disclosure of the information sought, or in
      any other lawful way to obtain continued protection of such
      information.

   f) If any Party becomes aware of the loss, theft or misappropriation of
      Proprietary Information which is in that Party's possession or control,
      that Party shall notify the other Party whose Proprietary Information
      has been lost, stolen or misappropriated within five (5) days after the
      discovery of such loss, theft or misappropriation.

 TWELFTH.  Sublease.
 --------  ---------
 The lawful  possession and  occupancy by  MPCR of  the facilities  shall  be
 regulated by the sublease hereby agreed upon by the parties in the following
 terms and conditions:

   a) Under the lease subscribed by and between SABILA INDUSTRIAL and  "FINCA
      SABILA", owner of the property where the industrial facilities to which
      this Agreement refers are located,  the lessee, SABILA INDUSTRIAL,  has
      the power to sublease on a full or a partial basis the leased property.

   b) SABILA INDUSTRIAL, sublessor, subleases  MPCR an area of  approximately
      198 square meters, within the plant of SABILA INDUSTRIAL, as a place of
      location of the works  required for operation by  the sublessee of  the
      equipment and machinery necessary to provide the manufacturing process.

   c) The sublessee cannot  sublease its rights under  the lease without  the
      prior written  consent  of the  sublessor.  And it  cannot,  under  any
      concept or circumstance, sublease the subleased property on a full or a
      partial basis.

   d) The sublease  herein agreed  upon terminates  with the  termination  or
      expiration of the main agreement, being  this sublease a part  thereof.
      Likewise, it shall be extended  if it is agreed  to extend the term  of
      the main agreement.

   e) The sublessee can incorporate  at its expense improvements and  changes
      in the structures and foundations of the subleased facilities with  the
      previous permit from  the sublessor. The  improvements so  incorporated
      shall become the property of the sublessor, being clear and  understood
      that the equipment, accessories, spare parts, structures, piping, tanks
      and machinery in  general that are  removable and the  property of  the
      sublessee shall remain its property. Upon termination of the Agreement,
      the sublessee shall remove its assets  from the subleased property,  at
      its expense and within  two months after  such termination. Any  assets
      that are not removed within said term shall become the property of  the
      sublessor without payment of any amount.

   f) The price  of the  lease shall  be the  amount of  US$ 1287  per  month
      payable in advance on a monthly basis.

 THIRTEENTH:  Miscellaneous.
 -----------  --------------
        (a)   Assignment prohibited.  The  partial or  full assignment of the
           rights of MPCR under this Agreement is prohibited.

        (b)   Arbitration.   All controversies  or  differences  that  may be
           derived from  this Agreement  or its  performance, liquidation  or
           interpretation  shall  be  solved  by  means  of  arbitration,  in
           accordance with the Regulations of the Center of Conciliation  and
           Arbitration of the  Chamber of Commerce  of Costa  Rica, by  which
           rules and procedures the parties agree to abide unconditionally.

        (c)   Relationship  of  the  parties.  The  Parties  intend  that the
           relationship between them hereunder shall be solely that of  buyer
           and producer.  Nothing herein shall  be construed (a) to create  a
           partnership or joint  venture, (b) to  constitute either Party  an
           agent or legal representative of the other Party; or (c) to create
           any fiduciary  relationship between  the Parties.  This  Agreement
           does not  grant any  Party any  right or  authority to  assume  or
           create any obligation  or responsibility  on behalf  of any  other
           Party, and no  Parties shall  be in  any way  responsible for  the
           debts of any other Party incurred  under or pursuant to the  terms
           of this Agreement.

        (d)   Cooperation.  Each Party shall cooperate with the other Parties
           hereto and shall take  such further action  and shall execute  and
           deliver such further documents as  may be reasonably necessary  or
           desirable in order  to carry out  the provisions  and purposes  of
           this Agreement.

        (e)   Severability.  If a competent court declares that any provision
           of this Agreement is unenforceable or null, such  unenforceability
           or  nullity  shall  not  affect  the  validity  of  the  remaining
           provisions of this Agreement, which shall survive and continue  in
           full force and effect.

        (f)   Amendment. This Agreement can only be amendment by agreement of
           SISA and MPCR, duly expressed in  writing in a document signed  by
           all of them.

        (g)   Certified Date. Any party is hereby authorized to appear before
           a  Notary  Public  to  have  the  date  of  this  Agreement   duly
           authenticated.

        (h)   Subscription of the Agreement. The authority of the individuals
           signing this  Agreement on  behalf of  each  party has  been  duly
           confirmed by means of genuine documents  admitted by all of  them,
           which are made an integral part of this Agreement.

        (i)   Domicile.  For purposes of this  Agreement, the domicile of all
           the parties  is  the  city of  Liberia,  Province  of  Guanacaste,
           Republic of Costa Rica, waiving the  enforcement of their laws  of
           origin and organization.

        (j)   Address of  the parties.  The parties specify their  respective
           administrative offices at their industrial facilities in  Liberia,
           Guanacaste to keep  records and make  and receive  payments.   All
           notices hereunder shall  be in writing  and shall be  sent by  (a)
           telecopier with confirmation of receipt, or (b) prepaid  overnight
           delivery through a nationally recognized courier service:

                If to SISA, to:

                Sabila Industrial, S.A.
                4 km South of Liberia, Guanacaste, COSTA RICA
                Attention:  Jose Zuniga,General Manager

                If to MPCR, to:

                MPCR
                Avenida 3, Calle 12
                Edificio Clima Ideal, contiguo al Pulmitan de Liberia
                Liberia, Guanacaste, COSTA RICA
                Attention:  Fabio Chaves


        (k)  Language.  The  parties agree  that  the English  language shall
        be  the   official  language  for  the  execution,  performance   and
        interpretation of this Agreement.

        IN WITNESS WHEREOF, we have set our hand on two counterparts of  this
        Agreement,  one for each party hereto, on  the date and at the  place
        previously specified.

   By: /s/ Jose A. Zuniga Blanco              By: /s/ William Utz
   ---------------------------------------    -------------------------------
   Jose A. Zuniga Blanco                      William Utz
   Coordinator for South American Business    President
   Sabila Industrial S.A.                     Miradent Products of Costa Rica

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