EXHIBIT 10.8

Heathkit(R)
EDUCATIONAL SYSTEMS







April 19, 1999

Please sign this contract on both pages.

Return this entire contract back to may attention and I will then send
you your completed signed contract along with the new Heathkit
Distributor Price List.

Any questions, please give me a call.

Return to:

Heathkit Company
Attn: Carolyn Mueller
455 Riverview Drive
Benton Harbor, MI 49022

Return ASAP

Thank you,









                                                      455 Riverview Drive
                                                  Benton Harbor, MI 49022
                                                          Ph. 616.925.600
                                                         Fx. 616.925.2898
                                                        Toll 800.253.0570
                                                         www.heathkit.com
                                                        info@heathkit.com

<PAGE>
                           RESELLER AGREEMENT

Heathkit Company, Inc. and Lab Technologies, Inc. ("Reseller") effective
as of the date written below hereby agree as follows:

1.   APPOINTMENT.  Heathkit appoints Reseller to exclusively sell the
     products set forth in Exhibit A (individually the "Products"
     collectively the "Products") to public education end users located
     in the territory described in Exhibit B (the "Territory").  The
     Products set forth in Exhibit A may be unilaterally deleted by
     Heathkit or additional Products may be added to Exhibit A with the
     mutual consent of the parties hereto.

2.   RESELLER'S OBLIGATIONS.  In consideration of its appointment herein,
     Reseller agrees:

     (a)  To use its best efforts in the Territory to promote, display,
          demonstrate, and sell the Products to end-users and to promote
          the reputation and good will of Heathkit and the Products.
          Reseller agrees that its sales activity will involve face-to-face
          pre and post sale support for end user customers in the
          Territory and that it will comply with Heathkit's policies with
          respect to face to face customer.

     (b)  To employ a sufficient number of sales and other personnel
     trained to explain and demonstrate the Products and to provide
     after-sale support of the Products.

     (c)  To participate actively in all training and other activities
     which Heathkit may provide to support sales of and satisfaction with
     the Products.

     (d)  To maintain a sufficient inventory of Products to meet demand
     in the Territory for the Products, including, but not limited to,
     demonstration systems and a reasonable supply of courseware and
     accessories.  Reseller shall sell and support all Products.

     (e)  To adhere to all applicable laws and regulations in
     advertising, promoting, and selling the Products, and not to engage
     in any false or misleading advertising or promotion of the Products.
     In addition, Reseller agrees that it will not sell or ship into
     another Reseller's territory or export, either directly or
     indirectly, any Product, system incorporating Products, or technical
     data or information acquired under this Agreement without first
     obtaining the approval of Heathkit and all necessary licenses and
     other approvals of the United States government.

     (f)  To provide for prompt service and repair of the Products
          through its own service department if it is authorized to
          perform warranty service by Heathkit or through other
          arrangements with Heathkit Approved Service Centers designated
          by Reseller and accepted by Heathkit.  Reseller also agrees to
          keep Heathkit reasonably informed of customer complaints and to
          notify Heathkit promptly of any suspected Product defects or
          safety problems.

     (g)  To use its best efforts in meeting assigned purchase and
     territory improvement targets ("Targets") as described in Exhibit C
     of this agreement.

<PAGE>
3.   PURCHASE ORDERS.  Any purchase orders or other documents submitted
     by Reseller under this Agreement shall be subject to acceptance by
     Heathkit and shall be governed solely by the provisions of this
     Agreement notwithstanding any different or additional items they may
     contain.

4.   PRICES.

     (a)  The price of each Product, F.O.B. Heathkit's shipping dock,
     will be the Heathkit suggested retail price, less applicable
     Reseller discount, prevailing at the time of shipment to Reseller,
     or such other price, including a net price with no discount
     applicable, as Heathkit may establish from time to time.

     (b)  Prices are exclusive of all sales, use, property, and the like
     taxes.  Any such tax Heathkit may be required to collect or pay upon
     the sale or delivery of Products shall be paid or collected by
     Reseller and such sums shall in turn be promptly due and payable to
     Heathkit by Reseller under Heathkit's payment terms applicable to
     Reseller.

     (c)  Heathkit reserves the right to change its prices and discounts
     at any time.  Heathkit agrees to notify Reseller in writing of any
     price increase or discount reduction at least thirty (30) days prior
     to the effective date of such change.  All shipments made as of the
     effective date of a price increase shall be at the new higher price;
     however, in no event shall price increases apply to products which
     were ordered prior to the notification of a price increase and
     scheduled by Reseller for shipment prior to the effective date of
     the increase.

     (d)  A Reseller achieving its annual targets qualifies to receive
     accelerated discounts ("Accelerators") as described in Exhibit D of
     this agreement.

5.   PAYMENT.

     (a)  Subject to the approval and policies of the Heathkit Credit
     Department, all invoices for purchases of Products will be payable
     within thirty (30) days from invoice date.  Reseller agrees not to
     make deductions of any kind from payments due without written
     authorization issued by Heathkit.  If Reseller fails to make
     payments when due, Heathkit may withhold further deliveries until
     the default has been remedied, or may require prepayment or other
     payment arrangements satisfactory to Heathkit.

     (b)  Invoices not paid within the applicable period will be subject
     to a 1 1/2% per month interest charge on any outstanding balance, or
     the maximum interest allowed by law, whichever is less.

     (c)  A service charge of $50.00 will be applied to each returned
     check.  Accounts 60 days old will be placed on "Cash In Advance"
     status.

<PAGE>
     (d)  In the event Reseller fails to pay any part of the purchase
     price when due, or in the event that proceedings in bankruptcy,
     receivership, or insolvency are instituted by or against Reseller or
     its property, Heathkit may, at its option, cause the entire unpaid
     balance to become due and immediately payable.

6.   DELIVERY.

     (a)  Deliveries will be F.O.B. Heathkit's shipping dock, at which
          point title and risk of loss shall pass to Reseller.  Shipping
          and handling charges will be paid by Heathkit and billed to
          Reseller.  Insurance coverage on all shipments is the
          responsibility of the Reseller.

     (b)  Heathkit shall not be liable to Reseller for any failure in
     filing orders accepted by Heathkit resulting directly or indirectly
     from causes beyond the control of Heathkit including, without
     limitation, strikes or other labor troubles; fires, floods, delays
     in the delivery or shortages or materials, parts, supplies,
     transportation or other facilities; impossibility or
     impracticability of making deliveries because of the total volume of
     orders received by Heathkit: the whole or partial use of Heathkit
     products, facilities or supplies for war or other government
     purposes; or the laws or regulations of the United States, any state
     or territory, or any political subdivision thereof.  Any such delay
     shall effect a corresponding extension of the delivery period.

7.   RETURNS.  No returns of Products by Reseller may be made or will be
     accepted by Heathkit without authorization, including a return
     authorization number, issued by Heathkit.  All returns shall be made
     in accordance with standard Heathkit policies therefore.

8.   WARRANTY.

     (a)  Reseller shall deliver to its customers any written warranty
     and other printed matter intended for the ultimate purchase (end
     user) of the Product and furnished by Heathkit.  Reseller has no
     authority to obligate Heathkit on any other warranty, and any
     additional warranty provided by Reseller shall be clearly and
     conspicuously identified to the customer as the sole responsibility
     of Reseller.

     (b)  WRITTEN WARRANTIES FURNISHED IN CONNECTION WITH THE PRODUCT ARE
     IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT
     NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE EXPRESSLY EXCLUDED
     AND NEGATED.  HEATHKIT DOES NOT WARRANT ANY EQUIPMENT NOT
     MANUFACTURED BY HEATHKIT.

<PAGE>
9.   SOFTWARE.

     (a)  Reseller agrees not to use any software provided by Heathkit
     except in accordance with the license terms accompanying each
     software Product.  Reseller understands and acknowledges that
     opening the envelope or breaking the seal on any software Product
     may render Reseller an end user under the terms of the license
     agreement accompanying that software Product, and may subject
     Reseller to the obligations of an end user.

     (b)  SOFTWARE IS LICENSED (NOT SOLD).  IT IS LICENSED TO RESELLERS
     AND/OR END USERS WITHOUT EITHER EXPRESS OR IMPLIED WARRANTIES OF ANY
     KIND ON AN "AS IS" BASIS.  NEITHER THE SOFTWARE OWNER(S) NOR
     HEATHKIT MAKES ANY EXPRESS OR IMPLIED WARRANTIES TO RESELLERS OR END
     USERS WITH REGARD TO SOFTWARE, INCLUDING MERCHANTABILITY, FITNESS
     FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF PATENTS, COPYRIGHTS
     OR OTHER PROPRIETARY RIGHTS OF OTHERS.  NONE OF THEM SHALL HAVE ANY
     LIABILITY OR RESPONSIBILITY TO CUSTOMERS FOR DAMAGES OF AN KIND,
     INCLUDING SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF
     OR RESULTING FROM ANY PROGRAM, SERVICES OR MATERIALS MADE AVAILABLE
     HEREUNDER OR THE USE OR MODIFICATION THEREOF.

10.  INFRINGEMENT.  Provided Reseller gives prompt notice to Heathkit of
     any claim that any Product or part thereof furnished under this
     Agreement constitutes and infringement of any United States patent,
     copyright, trade secret, or other proprietary right, Heathkit agrees
     to defend, indemnify, and hold Reseller harmless from and against
     such claim.  This indemnification shall extend only to actual
     damages or costs awarded in a court of law, and shall not exceed the
     total purchase price to Reseller of the allegedly infringing Product
     or part, nor include loss of profits or other consequential damages
     suffered by Reseller.
     If any Product or part is held to constitute an infringement and its
     sale enjoined, Heathkit may, at its option, procure for Reseller the
     right to continue selling it or modify it so as to render it non-
     infringing.  The provisions of this section shall not apply to any
     infringement arising from use of the Product or part to practice a
     method, any Product features specified by Reseller, any modification
     after delivery by Heathkit, or any combination of any Product or
     part with Product of another to form a system or combined Product.
     At the request and expense of Heathkit, Reseller shall cooperate
     with Heathkit in defending against any such action.  The provisions
     of this section set forth the sole obligations of Heathkit for
     patent infringement and Reseller's exclusive remedies.

<PAGE>
11.  INDEPENDENT CONTRACTOR/LEGAL RELATIONSHIP.  The relationship of the
     parties under this Agreement is strictly that of seller and buyer,
     and nothing shall be construed to constitute Reseller as an agent
     for or franchisee of Heathkit.  Reseller acknowledges that it is an
     independent contractor, with complete responsibility for and
     discretion in the conduct of its business, and that it has no power
     or authority to act as Heathkit's representative or agent, or to
     transact business in the name of Heathkit, but will buy from
     Heathkit and sell in Reseller's own name for Reseller's own account
     and at Reseller's own expense.  Reseller acknowledges that it has
     not been required and will not be required to pay any fee or any
     other payment in lieu thereof for the right to purchase or sell
     Products.

12.  ASSIGNMENT.

     (a)  This Agreement was made in reliance upon Reseller's ability,
     financial responsibility, and adequacy of facilities.  Therefore,
     this Agreement and the rights and duties of Reseller hereunder are
     personal and are not assignable or delegable.  Any purported
     assignment or delegation, without the prior written consent of
     Heathkit shall be null and void.

     (b)  If a Reseller who is a sole proprietor or a partnership later
     incorporates, such Reseller agrees promptly to advise Heathkit's
     Credit Department of the change in status to that of a corporation
     by certified mail, return receipt requested.

13.  TRADEMARKS AND TRADE NAMES.  Reseller recognizes the exclusive
     rights of Heathkit in its trademarks and trade names and the
     goodwill associated therewith, and Reseller Agrees to conduct its
     business in a manner consistent with the protection of such
     exclusive rights.  Specifically, and without limiting the foregoing,
     Reseller agrees not to use in its corporate or business name any
     Heathkit trademark or trade name, unless written permission to do so
     is given by Heathkit, and agrees that upon expiration or termination
     of this Agreement, it will discontinue any representations that it
     is a Reseller of Heathkit products.

14.  TERM AND TERMINATION.

     (a)  The term of this Agreement shall be one year commencing on the
     date of execution thereof by HEATHKIT.  This Agreement shall be
     automatically renewed on each subsequent anniversary date for an
     additional one (1) year term unless otherwise terminated.

     (b)  Either party shall have the absolute right to terminate this
     Agreement at any time, with or without cause, by giving the other
     party thirty (30) days advance written notice.  Orders received or
     shipments to be made within such period prior to termination may be
     subject to special credit requirements.

<PAGE>
     (c)  If either party fails to perform any obligation under this
     Agreement, the other party may terminate this Agreement immediately
     by giving written notice of its election to do so, and such
     termination will become effective immediately upon mailing or
     dispatch of such notice.

     (d)  To the extent permitted by law, HEATHKIT may terminate this
     Agreement without notice in the event that a receiver is appointed
     for Reseller or it property; Reseller becomes insolvent or unable to
     pay its debts or ceases to pay its debts as they mature in the
     ordinary course of business, or makes an assignment for the benefit
     of creditors; any proceedings are commenced by or against Reseller
     under any bankruptcy; insolvency, or debtor's relief law; or
     Reseller is liquidated or dissolved.

15.  LIMITATION OF LIABILITY.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER
     TO ANY EXTENT WHATSOEVER FOR INCIDENTAL, CONSEQUENTIAL, OR INDIRECT
     DAMAGES OF ANY KIND ARISING UNDER THIS AGREEMENT, OR FOR DAMAGES,
     EXPENDITURES, OR LOSS OF PROFITS OR PROSPECTIVE PROFITS ARISING OUT
     OF THE TERMINATION OF THIS AGREEMENT.  TERMINATION SHALL NOT,
     HOWEVER, RELIEVE OR RELEASE EITHER PARTY FROM MAKING PAYMENTS WHICH
     MAY BE OWING TO THE OTHER PARTY UNDER THE TERMS OF THIS AGREEMENT.
     RESELLER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT SHALL NOT BE
     ENTITLED TO ANY TERMINATION COMPENSATION FOR GOODWILL OR FOR ORDERS
     FROM CUSTOMERS OBTAINED BY HEATHKIT OR ANY RESELLER AFTER
     TERMINATION OF THIS AGREEMENT, REGARDLESS OF PRIOR SALES EFFORT OR
     EXPENSE INCURRED BY RESELLER DURING THE TERM OF THIS AGREEMENT.

16.  CONSTRUCTION OF AGREEMENT.  This Agreement and written policies and
     procedures issued by HEATHKIT constitute the entire agreement
     between HEATHKIT and Reseller; supersede any prior communications,
     representations or agreements of any kind; and may not be changed
     except in writing signed by person duly authorized by the parties.
     This Agreement shall be governed by and construed in accordance with
     the laws of the State of Michigan.  Failure to enforce any of the
     terms of this Agreement by either party shall not be deemed a waiver
     or a bar to the subsequent enforcement thereof.  If any provision of
     this Agreement shall be held invalid, it shall not affect other
     provisions which can be given effect without such provisions.

Lab Technologies, Inc.             Heathkit Company, Inc.
("Reseller")                            ("HEATHKIT")

By: Gary Nelson                         By: Pete Battista
   ---------------------------

/s/ GARY NELSON     5/19/99             /s/ PETE BATTISTA    4/16/99
------------------------------          ------------------------------
Signature           Date                Signature            Date

Its:   President                        Its: President
    --------------------------
    Title

<PAGE>









                               Exhibit "B"
                         1999 Reseller Territory



Reseller:  Lab Technologies, Inc.
           PO Box 1117
           Longmont, CO 80502-1117









Territory: Arizona
           Colorado
           New Mexico
           Utah
           Wyoming









By: /s/ GARY NELSON                Date: 5/19/99
   -----------------------------        ------------
     Lab Technologies, Inc.


By: /s/ PETE BATTISTA              Date: 4/16/99
   -----------------------------        ------------
     Heathkit Company, Inc.

<PAGE>









                               Exhibit "C"

                          1999 Reseller Targets



                         Lab Technologies, Inc.
                           AZ, CO, NM, UT, WY

                                $220,000









<PAGE>

                               Exhibit "D"
                      1999 Reseller "Accelerators"


*    Resellers achieving their assigned annual targets will receive an
     additional 5% commission on purchases over assigned target.