EXHIBIT 10.7

                         DISTRIBUTION AGREEMENT


     This Distribution Agreement is made as of the 6th day of APRIL 1994
     between Robotel Electronique, 3421 Industrial Blvd., Montreal
     Quebec, Canada, H7l 4S3, the "COMPANY" and LAB TECHNOLOGIES INC.,
     the "DISTRIBUTOR" having its principal place of business at 1500
     KANSAS AVENUE, SUITE 4B2, LONGMONT, COLORADO 80501 herein refered to
     as "DST".

1.   DEFINITIONS.
     a.    Product or Products.  Product or Products shall mean any or
     all products manufactured or distributed by COMPANY intended for use
     in the educational, training environment.

     b.   Territory.  TERRITORY shall mean the geographic area designated
     as the STATE OF ARIZONA, NEW MEXICO, COLORADO, UTAH, WYOMING,
     MONTANA, IDAHO.

     c.   Starting Date.  The starting date is April 6, 1994.

     d.   Ending Date.  The ending date shall be August 31, 1994.  This
     contract shall be automatically renewed on an annual basis unless
     either party notifies the other in writing under the provisions
     outlined in 13.a.

     e.   Annual Periods.  Annual Periods shall commence on the 1st day
     of September and end on the 31 day of August each year during this
     agreement.  All dollars mentioned herein are in U.S. funds.

2.   APPOINTMENT AND ACCEPTANCE.
     a.   COMPANY appoints DST as distributor of PRODUCTS in TERRITORY
     and DISTRIBUTOR accepts such appointments.

     b.   Market Development.  DST shall exert its best efforts to attain
          and sustain the maximum sale of PRODUCTS in TERRITORY and shall
          meet annual performance goals established by COMPANY and
          communicated to DST for sales and services of PRODUCTS.
          DISTRIBUTOR shall:

     (1)  Maintain its distribution location to display and sell PRODUCTS
     at the principal place and location of the business identified
     herein.

     (2)  Participate in local trade shows within the TERRITORY and
     conduct regular local advertising and marketing efforts for the
     PRODUCT within the TERRITORY.

     (3)  Provide installation service and follow up service to
     purchasers of PRODUCTS within TERRITORY.

     (4)  Provide warranty service to purchasers of PRODUCTS pursuant to
          COMPANY warranty policy.

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     (5)  Respond promptly to sales leads or referrals furnished by
     COMPANY of other DISTRIBUTORS.

3.   TERMS OF AGREEMENT.  This Agreement shall become effective as of the
     date hereof and shall continue unless and until terminated by either
     party giving to the other not less than (30) thirty days notice in
     person or by registered or certified mail of its intention to
     terminate the Agreement.  The notice time shall run form the date of
     personal delivery of the depositing of said notice in regular
     government mail deposits.

4.   ORDER PLACEMENT.  Orders by DST shall be in such for as the the
     COMPANY deems appropriate and as provided by the current COMPANY
     sales manual.

5.   SALES TERMS.  COMPANY shall establish prices for its PRODUCT from
     time to time, and shall provide notice of such prices to DST.  DST
     shall pay COMPANY for PRODUCTS according to terms and schedules
     established by COMPANY form time to time

6.   DELIVERY.  COMPANY will undertake every effort to fulfill the orders
     of DST for the PRODUCTS with reasonable dispatch and in accordance
     with its published delivery schedules, but shall not be liable for
     any loss of trade or profit or other consequential damages to DST in
     the event of delay of product delivery.

7.   ACCEPTANCE AND CLAIMS.  ALL PRODUCTS shall be received subject to
     DST visual inspection and may be rejected by DST is found
     substantially defective in materials or workmanship, The inspection
     shall be promptly conducted and at the expense of DST after arrival
     of PRODUCTS and DST business location, in no event later than thirty
     (30) days after arrival of the PRODUCT.  Claims not reported within
     thirty (30) days after arrival shall be waived.  COMPANY has option
     of providing substitute unit of allegedly defective PRODUCTS or
     crediting DST with the purchase price and shipping and expense on
     return of the PRODUCT to the extent that COMPANY examination
     confirms DST claim.  COMPANY reserves the right to require return of
     all or part of PRODUCT that are unsalable and the right to salvage,
     destroy or otherwise dispose of PRODUCT.

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8.   PRODUCT WARRANTY.  COMPANY publishes its standard warranty for each
     PRODUCT and all parts purchased by DST pursuant to this Agreement.
     THE COMPANY'S PUBLISHED WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY
     OTHER EXPRESSED OR IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY,
     AND SUCH WARRANTY SHALL CONSTITUTE THE SOLE REMEDY OF DST OR PERSONS
     TAKING UNDER THE DST AND LIABILITY OF THE COMPANY WITH RESPECT TO
     ANY PRODUCTS DELIVERED PURSUANT TO THIS AGREEMENT, WHETHER CLAIMED
     ON WARRANTY, CONTRACT OR NEGLIGENCE.  From time to time COMPANY may
     alter or amend its warranty policy, and in the event of such
     amendment, it shall give DST ninety (90) days prior notice before
     the effective date of change.

9.   SALES FORCE AND SALES SUPPORT.  DST agrees to provide competent,
     trained sales persons to market COMPANY PRODUCT line in the
     TERRITORY and furthermore to provide and participate in appropriate
     continuing training and supporting sales aids and demonstration
     equipment to support such trained sales persons.  COMPANY shall make
     appropriate sales training material available to DST and shall make
     available factory training to DST and DST service engineers.

11.  DEMONSTRATION EQUIPMENT.  DISTRIBUTOR shall purchase a demonstration
     kit from COMPANY at forty (40) percent discount off the published
     Educational price list.  DST shall purchase a new demonstration kit
     from COMPANY if DST chooses to sell existing demonstration kit after
     6 months of time.

12.  ADVERTISING.  COMPANY shall supply and retain title to sales aids
     and materials to support and supplement DST sales program.  DST
     shall satisfactorily inform the COMPANY of its trade practices,
     advertising, market data, and marketing method, planning or other
     information of interest, use or benefit to COMPANY in marketing the
     PRODUCT within the TERRITORY.

13.  BUSINESS RECORDS AND INFORMATION.  DST shall maintain up to date
     books of accounts and records showing clearly all customers and
     customer lists relating to the COMPANY, which shall be available to
     COMPANY.

14.  CONFIDENTIALITY.  DST shall maintain in strict confidence and duly
     safeguard to the best of its ability any and all business and
     technical information pertaining to PRODUCT in the TERRITORY and
     shall not, at any time, divulge, disclose or use any confidential
     information respecting the COMPANY'S business or method of carrying
     on its business in relation to this Agreement of the PRODUCT outside
     its sales efforts.

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15.  NON-AGENCY.  This Agreement conveys no right for DST to act as an
     agent for COMPANY.  Nothing herein contained shall constitute a
     partnership between the parties and DST shall have no authority to
     speak for the COMPANY, to bind COMPANY, or to pledge COMPANY credit.

16.  CHANGE OF LOCATION.  Change of location from this address and
     facility of DST identified in the Agreement, without the prior
     written notification to the COMPANY, shall be a substantial breach
     of this Agreement and shall cause this Agreement to terminate
     immediately.

17.  PATENTS, TRADEMARKS, TRADENAMES.  DST agrees to properly exhibit and
     utilize such tradenames or trademarks as may be authorized by
     COMPANY in describing PRODUCT to promote, market and distribute
     COMPANY'S PRODUCTS in TERRITORY.  DST Shall promptly notify COMPANY
     of any and all infringement of COMPANY'S trademarks, and patents in
     connection with PRODUCT in the TERRITORY that may come to DST
     attention.

18.  BREACH OF AGREEMENT.  Breach of terms, covenants, or conditions of
     this Agreement by either party shall constitute a default by the
     breaching party and shall be grounds for immediate termination
     without notice.  In the event of breach by DST and termination by
     COMPANY, COMPANY may but shall not be obligated to repurchase from
     DST at the net F.O.B. Montreal, Quebec, Canada on a first in, first
     out basis, such current stock as it shall choose.  Selected stock
     shall be delivered by DST, at the expense of the DST, at the
     original factory point of shipment.  In the event of breach by
     COMPANY and termination by DST, DST may but shall not be obligated
     to return current goods an usable parts and stock of PRODUCT to
     COMPANY AT THE NET F.O.B. Montreal price of current stock.  Transfer
     of parts or stock pursuant to this paragraph shall not constitute a
     satisfaction of any damage caused by or arising out of any such
     breach.

19.  INSOLVENCY.  This Agreement shall terminate automatically if a
     petition in bankruptcy is filed by or against either party or if an
     action is taken by either or against either party under any law, the
     purpose and effect of which is or may be to relieve such party in
     any manner from its debts or to extend the time of payment thereof,
     or should either party make an assignment for the benefit of
     creditors.  Such termination shall be deemed a breach by the party
     triggering the termination.

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11.  TERMINATION PROVISIONS.  Upon termination of this agreement pursuant
     to paragraph hereof, all amounts due and owing to COMPANY shall
     become immediately payable.  DST will return all manuals,
     advertising material, customer lists and files, and other COMPANY
     property to COMPANY at COMPANIES shipping expense.  DST shall
     refrain from that point in using COMPANY marks.  All disputes and
     controversies arising upon termination shall be submitted for final
     and binding arbitration under rules of the American Arbitration
     Association in the county of Erie, State of New York, or Canadian
     equivalent.

12.  NON-WAIVER CLAUSE.  No waiver by either party of any terms hereof
     shall constitute a waiver of any terms of this agreement of any
     breach in any other case whether prior of subsequent thereto.

13.  GENERAL PROVISIONS.

     a.   Notice.  Any notice permitted or required under this Agreement
          shall be deemed to be given as such notice shall be in writing
          and personally served or mailed by registered or certified
          mail, postage prepaid, evidenced by post office receipt of such
          registration or certification, to the addresses as shall have
          changed by either party to the other in writing in accordance
          with this Agreement.

     b.   Assignment.  The parties acknowledge that this Agreement
          Agreement is personal in nature and agreed that this Agreement
          shall not be assigned, in whole or part, without the prior
          written consent of the other.  Any purported assignment of this
          Agreement or any interest therein without the written consent
          of the other shall be void.

     c.   Modification.  this Agreement may be modified, amended or
          revised only by written instrument duly executed by the parties
          hereto.

     d.   Entire Agreement.  This Agreement, along with any exhibits or
          duly executed addenda, shall be deemed to contain the entire
          and only the Agreement between the parties relating to the
          subject matter hereof, and any representations, terms or
          conditions relating thereto and not incorporated in this
          Agreement shall not be binding upon the other party.  This
          Agreement cancels, voids and supersedes any Agreement before
          entered into between the parties with respect to the subject
          matter hereof, except as otherwise provided in this agreement
          specifically.

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     e.   Execution.     This Agreement is not effective until accepted
          by COMPANY, Robotel Electronique, Inc, 3421 Boul Industriel,
          Chomedy (Laval) Quebec, Canada H7L 4S3.

     f.   The parties shall be free to bring all differences of
          interpretation and disputes arise in connection with this
          Agreement to the attention of the other at any time without
          prejudicing their harmonious relationship and operations
          hereunder, and the good offices and facilities of either party
          shall be available at all times for meeting under friendly and
          courteous circumstances.  Any controversy, claim or breach
          arising our of relating to this Agreement which the parties are
          unable to resolve to their mutual satisfaction may be litigated
          or otherwise resolved in any court having jurisdiction thereof.
          This Agreement shall be subject to and shall be enforced and
          construed pursuant to the laws of the State of New York, USA,
          and the Provence of Quebec, Canada.  if any provision or term
          of this Agreement is held to be invalid, void, or
          unenforceable, the remainder of the provisions shall remain in
          full force and effect and shall no way be affected, impaired or
          invalidated.  In the event of litigation, the prevailing party
          may recover court costs and reasonable attorneys fees.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year written below.

ROBOTEL ELECTRONIQUE INC.

Date: 22/01/94
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/s/                                     President
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/s/                                    Chief Executive Officer
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                                       Witness
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DISTRIBUTOR

Date: 4-18-94
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/s/ GARY NELSON                        President
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/s/                                    Witness/or Notary
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