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                                                                  EXHIBIT 10.124
                           WILSHIRE TECHNOLOGIES, INC.
                              DISTRIBUTOR AGREEMENT

        This Distributor Agreement ("this Agreement") is made effective and
entered into this 15th day of October, 1998 ("Effective Date") by and between
WILSHIRE TECHNOLOGIES, INC., with a principal place of business at 5861 Edison
Place, Carlsbad, California 92008 ("WTI")

                                       and

FOAMEX ASIA COMPANY, LTD., a corporation organized and existing under the laws
of Thailand, with its head office and principal place of business at 175 Sathorn
City Tower, 22nd Floor, South Sathorn Road, Thungmahamek, Sathorn, Bangkok,
10120 Thailand ("DISTRIBUTOR").

1.      APPOINTMENT AND ACCEPTANCE.

        1.1     WTI hereby appoints DISTRIBUTOR on an exclusive basis to
purchase and resell the Products to the Customers in the Territory. DISTRIBUTOR
accepts this appointment on the terms and conditions set forth herein and
obligates itself to the requirements of this Agreement.

        1.2     The term "Products" shall mean the WTI products listed on
Exhibit A attached hereto. WTI reserves the right to delete discontinued
Products upon thirty (30) days prior written notice to DISTRIBUTOR.

        1.3     The term "Customers" shall mean the companies listed on Exhibit
B attached hereto.

        1.4     The term "Territory" shall mean the geographic area defined on
Exhibit C attached hereto. DISTRIBUTOR shall not reexport the Products from the
territory without the express written authorization of WTI.

2.      DISTRIBUTOR'S REPRESENTATIONS.

        In order to induce WTI to enter into this agreement DISTRIBUTOR, and its
undersigned officer, warrant and represent that:

        2.1     DISTRIBUTOR is a corporate entity duly organized and in good
standing, and will remain in compliance with all applicable laws in the
Territory.

        2.2     DISTRIBUTOR is and will remain an independent contractor with
respect to its relationship with WTI. DISTRIBUTOR agrees that WTI has granted it
no authority to make changes to WTI's terms and conditions of sale, to extend
WTI warranties or, in general , to enter into contracts or make quotations on
behalf of or to bind WTI in any transactions with DISTRIBUTOR's Customers or any
governmental agencies or third parties. No relationship of employment shall
arise between WTI and DISTRIBUTOR, or


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between WTI or any employee or representative of DISTRIBUTOR. DISTRIBUTOR is at
all times acting for its own account, and at its own expense.

3.      TERM.

        3.1     Subject to the provisions of Section 13 below, the term of this
agreement shall be for six (6) months, commencing on the Effective Date, unless
renewed as provided in Section 3.2 below.

        3.2     If WTI and DISTRIBUTOR expressly agree in writing to renew this
Agreement prior to the foregoing expiration date, this Agreement shall continue
in full force and effect for one or more successive one (1) year renewal
periods. Notwithstanding the foregoing, if WTI or DISTRIBUTOR elect not to renew
or extend the agreement, such party shall provide notice of its intention to the
other party no later than 30 days prior to the expiration date of the applicable
duration period.

4.      PRICES AND TERMS.

        4.1     The Product prices to the DISTRIBUTOR shall be those listed in
the attached price list in Exhibit D. The prices quoted are exclusive of any
freight charges, national, state or local sales, use, value added or other
taxes, customs duties, or similar tariffs and fees which shall be the
responsibility of DISTRIBUTOR. In the event that WTI is required to pay any such
freight, taxes, duties or fees, such items will be added to the invoice to be
paid by DISTRIBUTOR.

        4.2     WTI may change the prices of the Products from time to time upon
sixty (60) days prior written notice to DISTRIBUTOR. DISTRIBUTOR shall submit a
list of outstanding quotations to WTI at time of price change and WTI shall use
its best efforts to price protect such quotations for a period not to exceed two
(2) months from the effective date of the price change (provided that WTI will
price protect any product releases made under blanket purchase orders previously
accepted by WTI).

        4.3     All payment shall be made in United States dollars. Unless
otherwise agreed by WTI in writing, terms of payment for all international sale
transactions shall be by irrevocable letter of credit acceptable to WTI, by
sight draft due on receipt of goods, or prepayment by wire transfer.

5.      WTI OBLIGATIONS.

        WTI will, during the term of this Agreement:

        5.1     Provide training for a reasonable number of DISTRIBUTOR'S
representatives in the application, use, and sale of the Products. DISTRIBUTOR
agrees to pay all expenses of its representatives to attend such training
sessions, including salaries and transportation;

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        5.2     Render periodic assistance to DISTRIBUTOR on technical and sales
problems;

        5.3     Invoice DISTRIBUTOR for each Product sold on the day it is
shipped or in accordance with the terms of the accepted order; and

        5.4     Prepare and provide to the DISTRIBUTOR, at WTI's expense,
product specifications, product information bulletins, testing/stability
certification and any other information required for initial product
registration and maintaining registration compliance.

6.      DISTRIBUTOR OBLIGATIONS.

        In order to induce WTI to enter into this Agreement, and as a condition
of this continuation in force, DISTRIBUTOR agrees that it shall;

        6.1     Actively use its best efforts to promote and sell the Products
to the Customers in the Territory;

        6.2     Maintain adequate premises and facilities within the Territory,
at its own expense, from which to inventory, demonstrate and sell the Products;

        6.3     Employ an adequate number of capable personnel to engage in the
sale of the Products;

        6.4     Cooperate with WTI in obtaining marketing and competitive data;

        6.5     Submit to WTI regular quarterly status reports reflecting sales
activities and anticipated requirements of the Customers in the Territory;

        6.6     Shall submit purchase orders for product(s) to WTI in writing by
mail, courier, or telefax, which shall set forth (a) an identification of
product(s) ordered, (b) quantity, (c) requested delivery dates and (d) shipping
instructions and shipping address. Delivery dates requested in any purchase
order must be at least thirty (30) days from the date of receipt by WTI of such
purchase order;

        6.7     Not undertake to represent, distribute, or otherwise handle
products which are in competition with the Products;

        6.8     Obtain, at DISTRIBUTOR'S expense, all needed import permits and
applicable exemptions from customs duties needed to import the Product(s).


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7.      FORECASTS/PURCHASE ORDERS.

        7.1     During the first week of each month, DISTRIBUTOR shall forward
to WTI a three (3) month rolling forecast of Product purchases designating the
quantities of each model of the Products which DISTRIBUTOR intends to sell in
this period.

        7.2     Any purchase orders issued by DISTRIBUTOR are subject to
acceptance by WTI and will not be deemed accepted until a written confirmation
has been dispatched by WTI.

8.      DELIVERY/TITLE/RISK OF LOSS.

        8.1     Delivery of all Products ordered by DISTRIBUTOR for domestic
shipment shall be made FOB point of shipment (e.g., WTI's Carlsbad, California
facility). Delivery of all Products ordered by DISTRIBUTOR for international
shipment shall be made Ex-Works (e.g., WTI's Carlsbad, California facility). ICC
Incoterms (1990 editions) shall apply to all international shipments, except
insofar as these Incoterms may be inconsistent with the terms of this Agreement.

        8.2     Risk of loss to the Products shall pass to DISTRIBUTOR at the
point of shipment (e.g., WTI's Carlsbad, California facility).

        8.3     All Products ordered pursuant to accepted purchase orders will
be scheduled for delivery in accordance with WTI's then current and normal
delivery times. WTI shall not be responsible for failure to deliver or comply
with any provision of this Agreement if such non-performance is due to causes
beyond its reasonable control such as, but not limited to, acts of God, fire or
explosions, civil and labor disturbances or delays in transportation. In such
event, the time for performance hereunder shall be extended by the period of
time attributable to the delay.

9.      PRODUCT WARRANTY.

        9.1     DISTRIBUTOR understands and acknowledges that this Product
Warranty is made to DISTRIBUTOR only and shall not be passed through to
DISTRIBUTOR's customer.

        9.2     WTI warrants the Products to be free from defects in material
and workmanship for thirty (30) days from date of shipment.

        9.3     The sole responsibility of WTI under the foregoing warranty
shall be limited, at its option, to the repair or replacement of defective
Products returned by DISTRIBUTOR to WTI, at WTI's expense.

        9.4     All WTI warranties hereunder are conditioned upon proper
storage, handling and use of the Products in the application for which they are
intended.

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        9.5     THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). REPAIR OR REPLACEMENT IN
THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER
FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF
WTI WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS.

        9.6     In no event shall WTI's liability to DISTRIBUTOR, whether in
contract or in tort (including negligence and strict liability), exceed the
price of the Product from which such liability arises.

10.     COMPLIANCE WITH LAWS IN THE TERRITORY.

        DISTRIBUTOR and WTI shall strictly comply with all applicable laws,
rules, regulations and other governmental requirements governing the
manufacture, packaging, labeling, distribution and sale of the Products in the
Territory. Such compliance shall include, but shall not be limited to, the
following:

        10.1    DISTRIBUTOR shall keep WTI informed of the particular
requirements imposed on such products by the laws and regulations of the
Territory;

        10.2    DISTRIBUTOR shall distribute, promote and sell the Products only
for the uses and applications approved by WTI and as permitted under the
applicable laws and regulations in the Territory;

        10.3    DISTRIBUTOR shall comply with any recalls of the Products
initiated by WTI or governmental authorities; and

        10.4 DISTRIBUTOR shall promptly disclose to WTI all reports, data and
other information received by DISTRIBUTOR relating to the unfavorable (including
physiological or psychological) effects or toxicity of the Products. WTI will
promptly address all reports received and reply in writing to DISTRIBUTOR.

11.     WTI'S PROPRIETARY INFORMATION AND RIGHTS.

        11.1    Each party acknowledges and understands that all information
disclosed by one party to the other not generally known concerning WTI and
DISTRIBUTOR and the Products, including but not limited to a party's
organization and business affairs, customer lists, sales information, operating
procedures and practices, technical data, designs, know-how, trade secrets, and
processes (the "Proprietary Information"), whether owned by such party or
licensed by such party from third parties, is subject to valuable proprietary
interest of the disclosing party, and that the receiving party is under an
obligation to maintain the confidentiality of such Proprietary Information.
Without limiting the generality of the foregoing obligations, the receiving
party agrees that for the 



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term of this Agreement and thereafter until such time as the Proprietary
Information is in the public domain, such receiving party will (i) not disclose,
publish or disseminate any Proprietary Information, (ii) not use any Proprietary
Information for its own account, (iii) not authorize any other person to
disclose, publish or disseminate the Proprietary Information, and (iv) treat all
Proprietary Information in a confidential manner, including appropriate marking
and secure storage of written Proprietary Information.

        11.2    During the term of this Agreement, DISTRIBUTOR is authorized to
use WTI trademarks for the Products in connection with DISTRIBUTOR's
advertisement, promotion and distribution of the Products in the Territory.
DISTRIBUTOR acknowledges that WTI owns and retains all patents, trademarks,
copyrights and other proprietary rights in the Products, and agrees that it will
not at any time during or after the termination of this Agreement assert or
claim any interest in or take any action which may adversely affect the validity
or enforceability of any patent, trademark, trade name, trade secret, copyright,
or logo belonging to or licensed to WTI.

        11.3    DISTRIBUTOR agrees to use reasonable efforts to protect WTI's
proprietary rights and to cooperate in WTI's efforts to protect its proprietary
rights. DISTRIBUTOR agrees to notify WTI of any known or suspected breach of
WTI's proprietary rights and to cooperate with WTI without making any charge
therefore in any action by WTI to investigate or remedy an infringement of such
rights.

        11.4    Neither DISTRIBUTOR nor its employees and agents, shall, without
WTI's prior consent, alter any of the Products or remove, alert, obliterate or
mar any notice or legend of WTI's patent, copyright, trademarks or trade
secrets.

12.     INFRINGEMENT INDEMNIFICATION.

        12.1    WTI shall defend any claim, suit or proceeding brought against
DISTRIBUTOR so far as it is based on a claim that the use, transfer or resale of
any Products delivered hereunder constitutes an infringement of a patent,
trademark or copyright registered in the United States, so long as WTI is
notified promptly in writing by the DISTRIBUTOR of any such action and given
full authority, information and assistance at WTI's expense for the defense of
any such claim or proceedings. WTI shall pay all damages and cost awarded
against the DISTRIBUTOR but shall not be responsible for any settlement made
without its consent. In the event of final judgment which prohibits the
DISTRIBUTOR or the DISTRIBUTOR's customers from continued use of any Products by
reason of infringement of such patent, trademark or copyright, WTI may, at its
sole option and at its expense, obtain the rights to continued use of any such
Product, replace or modify such Product so that it is no longer infringing.

        12.2    WTI shall have no liability to the DISTRIBUTOR under any
provisions of this Section 12 if any patent, trademark or copyright infringement
or claim thereof is based upon the use of Products delivered hereunder in
connection or in combination with equipment or devices not delivered by WTI or
use of any such Product in a manner for which the same was not designed.

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13.     TERMINATION.

        13.1    WTI or DISTRIBUTOR may terminate this Agreement at any time
prior to the expiration of its stated term upon the occurrence of any of the
following events, each of which is expressly declared to be "Just Cause" for
termination of this Agreement:

                13.1.1  DISTRIBUTOR defaults in any payment due WTI for Products
purchased under this Agreement and such default continues unremedied for a
period of fifteen (15) days following WTI's notice to default;

                13.1.2  DISTRIBUTOR or WTI fails to perform any other material
obligation, warranty, duty or responsibility under the Agreement, and such
failure or default continues unremedied for a period of thirty (30) days
following the other party's notice; 13.1.3 DISTRIBUTOR or WTI becomes insolvent;
proceedings are instituted by or against it in bankruptcy, insolvency,
reorganization or dissolution; or it makes an assignment for the benefit of
creditors; or

                13.1.4  DISTRIBUTOR or WTI is merged, consolidated, or
substantially changes the nature or character of its business, or substantially
changes its management ownership or principals.

                13.2    Upon termination hereby by either party:

                13.2.1  All sums due to either party from the other shall be
promptly paid;

                13.2.2  DISTRIBUTOR orders received and accepted by WTI prior to
termination of this Agreement shall be fulfilled in accordance with their terms;

                13.2.3  All property belonging to one party but in the custody
of the other shall be returned;

                13.2.4  DISTRIBUTOR shall cease all display, advertising and use
of WTI tradenames, trademarks, logos and designations, except uses on the
Products which remain in DISTRIBUTOR's possession; and

                13.2.5  WTI shall have the option to repurchase any or all of
the Products in DISTRIBUTOR inventory which are new and unused at net price paid
originally by DISTRIBUTOR.

14.     GOVERNING LAW.

        The place of the making and execution of this Agreement, and the
location of WTI shall be Carlsbad, California, U.S.A. Accordingly, the parties
agree that the law of the State of California (except for the body of law known
as conflicts of law and 



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excluding any applicable provisions of the United Nations Convention for the
International Sale of Goods) shall govern the interpretation, enforcement and
performance of this Agreement. WTI and DISTRIBUTOR each expressly waive and
disavow any rights that may accrue under any other body of law.

15.     LIMITATION OF LIABILITY.

        Neither WTI nor DISTRIBUTOR shall be liable to the other, or to
DISTRIBUTOR's customers, for any special, indirect, or consequential damages,
including but not limited to loss of profits, loss of business opportunities, or
loss of business investment.

16.     INDEMNIFICATION.

        DISTRIBUTOR agrees to indemnify and hold WTI harmless from any costs,
claims, damages, losses, liabilities or expenses (including reasonable
attorney's fees) asserted by any third party resulting from DISTRIBUTOR's breach
of this Agreement, inaccurate representation or warranty made by DISTRIBUTOR, or
failure to conform to local laws and regulations.

17.     ASSIGNMENT.

        Neither party may assign any of the rights or obligations set forth in
this Agreement without the prior written consent of the other, provided that WTI
shall have the right to assign any portion of the Agreement to its subsidiaries
and affiliated companies.

18.     NOTICES.

        All notices and demands under this Agreement shall be in writing and
shall be served by personal service or by mail at the address of the receiving
party first stated in this Agreement (or such different address as may be
designated by such party to the other in writing). All notices or demands by
mail shall be by facsimile, or by certified or registered airmail,
return-receipt requested, and shall be deemed complete upon receipt.

19.     INTEGRATED AGREEMENT.

        This Agreement (and attached Exhibits) constitutes the entire
understanding and agreement between WTI and DISTRIBUTOR and terminates and
supersedes all prior formal or informal understandings. Should any Section of
this Agreement be held unenforceable by a court of law or other tribunal having
jurisdiction over both parties, WTI or DISTRIBUTOR may elect to terminate this
Agreement.


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20.     LANGUAGE AND ORIGINALS.

        This Agreement has been written in the English language. It may be
translated, for convenience, into other languages. However, in case of error or
disagreement, the executed English language version shall prevail.

        This Agreement shall be executed in three (3) original copies, one for
each party, and one that DISTRIBUTOR can use for registration purposes as
needed.




                  Entered into in Carlsbad, California, U.S.A.



WILSHIRE TECHNOLOGIES, INC.              FOAMEX ASIA COMPANY, LTD.

BY:  /s/John Van Egmond                  BY:  /s/Phararat Jianthanakanon
   ----------------------------             ---------------------------------

TITLE: President & CEO                   TITLE:  Financial Controller
      -------------------------                ------------------------------

DATE: 10/15/98                           DATE:  11/10/98
     --------------------------               -------------------------------


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                              DISTRIBUTOR AGREEMENT
                    BETWEEN WTI AND FOAMEX ASIA COMPANY, LTD.


                                    EXHIBIT A

                                  The Products



All Wilshire Contamination Control Swabs and Wipers.


















EFFECTIVE DATE:     October 15, 1998
                -------------------------

WTI:      /s/John Van Egmond
    -------------------------------------

DISTRIBUTOR: /s/Phararat Jianthanakanon
            -----------------------------





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                              DISTRIBUTOR AGREEMENT
                    BETWEEN WTI AND FOAMEX ASIA COMPANY, LTD.


                                    EXHIBIT B

                                  The Customers



Fujitsu, Ltd.

Seagate Technology, Ltd.


















EFFECTIVE DATE:     October 15, 1998
                -------------------------

WTI:      /s/John Van Egmond
    -------------------------------------

DISTRIBUTOR: /s/Phararat Jianthanakanon
            -----------------------------




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                              DISTRIBUTOR AGREEMENT
                    BETWEEN WTI AND FOAMEX ASIA COMPANY, LTD.


                                    EXHIBIT C

                                  The Territory



China

Malaysia

Philippines

Singapore

Thailand












EFFECTIVE DATE:     October 15, 1998
                -------------------------

WTI:      /s/John Van Egmond
    -------------------------------------

DISTRIBUTOR: /s/Phararat Jianthanakanon
            -----------------------------


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                              DISTRIBUTOR AGREEMENT
                    BETWEEN WTI AND FOAMEX ASIA COMPANY, LTD.


                                    EXHIBIT D

                                     Pricing


Per Distributor Price List for Wilshire Contamination Control products.
















EFFECTIVE DATE:     October 15, 1998
                -------------------------

WTI:      /s/John Van Egmond
    -------------------------------------

DISTRIBUTOR: /s/Phararat Jianthanakanon
            -----------------------------


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