Exhibit 10.36


                        EXCLUSIVE DISTRIBUTION AGREEMENT

This AGREEMENT is effective as of August 19, 2002 and is by and between Scantek
Medical Inc., having a place of business at 413 Wing Drive, Cedar Knolls, New
Jersey 07927, U.S.A represented at this moment by its President, Dr Zsigmond
Laszlo Sagi, an american citizen, with social security # 141/32/7414, living at
19 Lockaley Court, Mountain Lakes NJ 07046, U.S.A. on one side, from now on
designated "SCANTEK" and, from the other, Compat Comercio Exterior Ltda., a
brazilian commercial company, located at Av. Almirante Barroso n(degree) 139 -
gr. 701 - Centro - Rio de Janeiro, RJ, Brazil, registered at CNPJ/MF under
number 02.779.121/000109, represented at this moment by its legal
representatives, Rosa Maria Gomes Menaes Moreira an brazilian citizen, with ID
#02578643/5 IFP, and CPF # 018.031.957/46 e Cristiano Mendes Moreira, an
brazilian citizen with ID #09031489.9 IFP, and CPF/MF # 002.390.077-60 from now
on designated "COMPANY", with the authorization of SCANTEK MEDICAL DO BRASIL
LTDA, a brazilian commercial company, located at Av. Eng. Domingos Ferreira no.
4.371, 902, Boa Viagem, Recife, Pernambuco, represented at this moment by
Teofilo Estevarn da Silva Filho, with ID number 1.351.955 SSP-PE, from now on
designated "AGENT". The COMPANY designates as its official importer the company
RICHARDS DO BRASIL PROD. CIR. LTDA, a brazilian commercial company, located at
Rua Pedro de Toledo, 130 - Sala 35 - Sao Paulo, SP, Brasil , registered at
CNPJ/MF under number 48.767.628/0001-42, represented at this moment by its legal
representative, Ricardo Freire Machado, a brazilian citizen with ID# 18.205.469
SSI'/SP, and CPF # 129.409.208-18 from now on designated "IMPORTER".

The parties hereto hereby agree as follows:


Article 1.        Appointment of Distributor

1.1      SCANTEK hereby appoints COMPANY as its exclusive distributor in
         Brazil ("TERRITORY"), except in Bahia, Pernambuco, Maranhao and Ceara,
         for the medical product denominated BreastCare, properly patented in
         United States of America (n(degree) 4.190.058.624.264.510-K) and
         properly registered in US FDA (n(degree) K 832.989-510 K),

                  1.1.1  In the event of a National  Campaign against
                  Breast Cancer using the product BreastCare, the COMPANY will
                  be granted the full distributorship in the TERRITORY,
                  including Bahia, Pernambuco, Maranhao and Ceara.

                  1.1.2  In the event of a National  Campaign against
                  Breast Cancer using the product BreastCare, the COMPANY must
                  not be liable of any commission or fee to any company.

1.2      Pursuant to and during the term of this Agreement, including any
         extensions thereof,  SCANTEK shall not grant to any third party the
         right to sell or  distribute the BreastCare in the TERRITORY.

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Article 2.        SCANTEK Responsibilities

2.1      Take the needed actions before the several public and private agencies,
         including the registration and license at the Health Ministry, in order
         to allow the COMPANY to import the products for present and future
         sales.

2.2      Provide every technical material exist to this date, needed to
         the marketing of BreastCare in all events scheduled with the media and
         public agencies.

                  2.2.1 The COMPANY will formally communicate SCANTEK the
                  schedule of the events mentioned on this article at least
                  fifteen (15) days in advance.

2.3      Present quarterly to the COMPANY a detailed report of the
         BreastCare exported to Brazil, indicating quantity, amounts and
         shipping dates, purchased by the COMPANY or others, allowing fire
         access to the controls in order to allow verification of such reports.


Article 3.        COMPANY Responsibilities

3.1      Plan and execute, in a twelve (12) month period, a program of
         promotion and marketing of the BreastCare looking forward to start a
         National Campaign against Breast Cancer.

                  3.1.1  Create a Business Plan with in forty-five (45) days
                  from the signing of this agreement with definite priorities,
                  activities and objectives, with a Timetable for the execution.

3.2       Maintain contacts with public authorities and civilian
         personalities in order to create a desire in the people's opinion to
         stimulate the Health Ministry to prioritize the National Program of
         Breast Cancer Prevention.

                  3.2.1 The COMPANY is responsible in one hundred and
                  twenty (120) days to seek final approval from INCA, for
                  accepting BreastCare as a screening device for government use.

3.3      Hire consulting and Marketing firms to insure the promotion and
         launch of the BreastCare are effected on a professional way, including
         the development of propaganda material like catalogs, flyers, etc; that
         should be previously approved by SCANTEK.

3.4      Present to SCANTEK a report showing the work realized every ninety (90)
         days,

3.5      The COMPANY will be responsible for all expenses needed to the
         normal exercise of the distribution here appointed, except for all the
         expenses effected by the physicians indicated by SCANTEK as seen on
         article 6.1.
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Article 4.        Distribution of Product

4.1      SCANTEK or its designee shall sell and COMPANY shall purchase
         such quantities of BreastCare as COMPANY shall require for sale in the
         TERRITORY by placement of orders at the prices and discounts
         established by SCANTEK for the TERRITORY.

4.2      COMPANY shall use every reasonable effort to create and maintain
         a market for and to increase the sales of BreastCare in the TERRITORY.
         COMPANY shall maintain at its expense an organization, deemed by
         SCANTEK to be proper and adequate, for continuous sale and distribution
         of BreastCare throughout the TERRITORY. COMPANY shall sell, ship and
         invoice the BreastCare for its own account.

4.3      By agreement between SCANTEK and COMPANY, SCANTEK will grant the
         price of Seven US Dollars (US$7.00) FOB New Jersey per unit when
         purchase is made directly by the COMPANY. The price will be reviewed
         and renegotiated after the first contract year.

4.4      In the event that COMPANY provides educational, promotional,
         technical or other customer services in the TERRITORY, on behalf of
         SCANTEK, such as in connection with accounts which may buy directly
         from SCANTEK, if any, shall be reported to COMPANY and shall be
         credited against the sales goals. In such case, SCANTEK must shall use
         a price Eight US Dollars and Seventy Five cents (US$8.75) per unit and
         shall pay agent's commission of Twenty percent (20%) to the COMPANY or
         its designee, if the amount of values shall be changed in the future it
         must be agreed by both parties.

                  4.4.1  After obtaining the approval from INCA, all sales
                  effected on Bahia, Pernambuco, Maranhao and Ceara must add up
                  and count against the SCANTEK and COMPANY Minimum Purchase
                  Requirements, even though no commission or fee is owed to the
                  COMPANY


Article 5.        Minimum Purchase Requirements

5.1      In order to maintain its rights of distribution under this
         Agreement, COMPANY must maintain a minimum specified level of purchases
         of BreastCare from SCANTEK (the minimum level of purchases which
         COMPANY is required to maintain from time to time is hereinafter call
         the "Minimum Purchase Requirement").

5.2      COMPANY acknowledges and agrees that Minimum Purchase
         Requirement is an essential term of this Agreement in reliance on which
         SCANTEK agreed to enter into this Agreement. COMPANY understands and
         agreed that failure to satisfy the Minimum Purchase Requirement for any
         reason shall constitute a material breach and just cause for immediate
         termination of this Agreement.

5.3       The Minimum Purchase Requirement for each contract year during
         this Agreement and each year during any renewal thereof shall be agreed
         upon as follows:
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                  5.3.1  The first contract year is divided into two (2)
                  consecutive six (6) month period, following the INCA approval;

                           5.3.1.1 During the first six (6) month period, the
                           minimum purchase order is one hundred thousand
                           (100,000) BreastCare units. Of this one hundred
                           thousand (100,000) units, ten thousand (10,000) units
                           must be purchased at the signing of this agreement
                           and delivery of the following documents: (a) the
                           Authenticated Copy of the Brazilian Health Ministry
                           Registration Certificate (ANVISA), (b) Authenticated
                           Copy of the Registration Process with the Product
                           Index Card form to the Trustee (Fiel Depositoro) to
                           SCANTEK upon the issuance of the Import License in
                           the name of RICHARDS DO BRASIL. The remaining ninety
                           thousand (90,000) will be ordered after SCANTEK
                           delivery the following documents: (c) notarized
                           declaration of the company that retains the right to
                           import and the Registration Certificate authorizing
                           the COMPANY to import and distribute the product
                           BreastCare, (d) Authenticated Copy of the FDA and CE
                           Approval Letter notarized and consularized and, (e)
                           six (6) papers about the BreastCare being used in the
                           United States of America, Europe and Brazil.
                           requested as needed and paid fifty percent (50%) at
                           the request and fifty percent (50%) within 60 days.

                           5.3.1.2 In the event SCANTEK must to present all the
                           documents within the thirty (30) days from signing.

                           5.3.1.3 The second six (6) month minimum order is
                           four hundred thousand (400,000) BreastCare units,
                           that will be requested as needed and paid fifty
                           percent (50%) at the request and fifty percent (50%)
                           within 60 days.

                           5.3.1.4 The parties have established the Minimum
                           Purchase Requirement for the second year and the
                           following years of the Agreement to be one million
                           (1,000,000) units. For each other year of the
                           Agreement, if any, and for each renewal year, if this
                           Agreement is renewed by the parties, the Minimum
                           Purchase Requirement shall be changed upon agreement
                           by SCANTEK and COMPANY. If the parties are unable to
                           agree on the Minimum Purchase Requirement for any
                           year subsequent to the second year of the Agreement,
                           then SCANTEK may terminate this Agreement.

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Article 6.        Technical support

6.1       SCANTEK shall respond to the technical support requests made by
         the COMPANY, when requested at least ten (10) business days in advance,
         indicating physician apt to present the products at conventions, TV and
         Radio appearances and all events promoted by the COMPANY.


Article 7.        Payment for Products

7.1      All payments must be by letter of credit or sight draft.

7.2      All amounts due to SCANTEK shall be payable in United States
         Dollars pursuant to a wire transfer to SCANTEK's designated bank
         account, in each case in an amount sufficient to cover all outstanding
         orders placed by COMPANY. Payment for orders placed during the first
         ninety (90) days of this Agreement shall be due prior to shipment.
         Payment for subsequent orders shall be due fifty percent (50%) at the
         request and fifty percent (50%) within 60 days.

7.3      COMPANY shall be responsible for, bear the cost of and pay all
         foreign, federal, state or local income taxes, sales taxes, withholding
         taxes, excise taxes, use taxes, custom duties or assessments, or other
         taxes, charges, duties or assessments,  including interest and
         penalties, levied or imposed on Distributor's net income.


Article 8.        Shipment and Delivery

8.1      SCANTEK will ship the PRODUCTS FOB New Jersey.  All costs for
         transportation  and insurance  will be paid by COMPANY.


Article 9.        Term, Renewal, Termination and Expiration

9.1      This Agreement and the distributorship hereby created shall
         begin upon execution of this Agreement by both parties and shall
         continue in effect for a period of five (5) years and shall be
         automatically renewed for another five (5) years, unless sooner
         terminated as provided herein.

9.2      During the first year of this  agreement the COMPANY  will make all the
         investments  for  marketing  and promotion.

9.3      In the event that the COMPANY shall active a National Campaign
         against Breast Cancer using the Breast Care this agreement will be
         automatically valid for ten (10) Years.

9.4       Either party may terminate this Agreement with cause upon one
         hundred and eighty (180) days' prior written notice to other party.
         Upon such notice, this Agreement shall be automatically converted into

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         a non-exclusive distributor agreement for the duration, of the notice
         period.

9.5       COMPANY and SCANTEK have considered the possibility of making
         expenditures in the performance of this Agreement and the possibility
         of losses and damages resulting to each of them upon termination or
         expiration of this Agreement. COMPANY and SCANTEXC enter into this
         Agreement with full knowledge of these possibilities and agree as
         follows:

                  9.5.1  Neither COMPANY nor SCANTEK shall be liable to the
                  other, by reason of termination or expiration of this
                  Agreement, for compensation, reimbursement or damages on
                  account of previous efforts to establish the market (except as
                  dictated by COMPANY'S local laws), the loss of prospective
                  profits or anticipated sales or on account of expenditures,
                  investments, leases or commitments in connection with the
                  business or good will of COMPANY or SCANTEK, or for any other
                  reason whatsoever.

                  9.5.2  COMPANY expressly waives the provisions of any law
                  which, if asserted, would authorize the payment to COMPANY of
                  any money on account of the termination or expiration of this
                  Agreement.


Article 10.       Governing Law and Arbitration

10.1     All aspects of this Agreement shall be governed by the
         substantive laws of The State of New York. All disputes arising in
         connection with this Agreement shall be finally settled by arbitration
         conducted in accordance with the rules and procedures established by
         the international Chamber of Commerce then in force by three (3)
         arbitrators appointed in accordance with said rules. The English
         language shall be used in any and all arbitral proceedings. The place
         of arbitration shall be New Jersey, New York, U.S.A. notwithstanding
         the foregoing; SCANTEK shall have the right to seek injunctive relief
         and/or bring an action and pursue its available remedies for payment of
         amounts owed from COMPANY hereunder before any competent court or
         judicial body.

IN WITNESS WHEREOF, the parties have executed this Agreement.



SCANTEK MEDICAL, INC.

KK

By: /s/ Zsigmond Laszlo Sagi
Name: Zsigmond Laszlo Sagi
Title:  President
Date:  October 1, 2002

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COMPAT COMERCIO EXTERIOR LTDA.


By: /s/ Cristiano Mendes Moreira
Name:  Cristiano Mendes Moreira
Title:  President
Date:  October 1, 2002


SCANTEK MEDICAL DO BRASIL LTDA.


By: /s/ Teofilo Estevam da Silva Filho
Name:  Teofilo Estevam da Silva Filho
Title:  President
Date:  October 1, 2002


RICHARDS DO BRASIL PROD CIR LTDA.


By: /s/ Ricardo Freire Machado
Name:  Ricardo Freire Machado
Title:  President
Date:  October 1, 2002