EXCLUSIVE DISTRIBUTION AGREEMENT
                                    BETWEEN
                             SCANTEK MEDICAL, INC.
                                      AND
                               SANDELL CORP. S.A.

THIS AGREEMENT is made this 18th day of February 1998 by and between Scantek
Medical, Inc. (the "Manufacturer"), a Delaware corporation having its principal
place of business at 321 Palmer Road, Denville, New Jersey, and Sandell Corp.
S.A., a Uruguayan corporation, (the "Distributor") having its principal place
of business at Brandzen 1984-704 Montevideo, Uruguay with reference to the
following facts and upon the following terms and conditions:

WHEREAS, Certain technology having been the object of Letters Patent of the
United States set forth on Exhibit A which have been assigned to the
Manufacturer along with numerous patents obtained on the same technology in
countries other than the United States, and also comprising technical trade
secrets and business know-how (hereinafter referred to jointly and severally as
the "Technology"); and

WHEREAS, Distributor is desirous of obtaining, for itself and its Affiliates, an
exclusive right to distribute, directly or through subdistributors, certain
devices made with said technology, defined below, to sell devices described on
Exhibit C hereto defined below, (the "Agreement Devices") and to sell and use
the Agreement Devices in the Territory, defined below; and

WHEREAS, Manufacturer is willing to grant such rights to Distributor on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing premises, which are hereby
incorporated as part of this Agreement, and the mutual covenants herein
contained, the parties hereto agree as follows:

1.   DEFINITIONS

The following terms as used in this Agreement shall, unless clearly indicated
otherwise, have the following meanings:

<PAGE>


     A. "Territory" shall mean the countries listed on Exhibit B hereto, except
     as any of them are eliminated under this Agreement.

     B. "Agreement Devices" shall mean the Breast Thermal Activity Indicator
     ("BTAI") Devices described on Exhibit C to be marketed by the Distributor
     in the Territory and all improvements thereto, also to be known under the
     Trademarks "BreastCare" and "BreastAlert."

     C. "Minimum Net Sales" shall mean the Minimum Net Sales specified on
     Exhibit D which Distributor is required to maintain in each country there
     listed.

     D. "Net Sales" shall mean the gross amount invoiced for the Agreement
     Devices less all credits or allowances granted on account of rejection,
     returns, billing errors, duties, taxes and other governmental charges.

     E. "Technical Information and Know-How" shall mean all information
     belonging to Manufacturer or in Manufacturer's possession which is
     necessary for the assembly, marketing and use of the Agreement Devices
     including, inter alia, written assembly directions, quality control
     specifications and procedures used in connection therewith and information
     and data regarding the use of the Agreement Devices, and also information
     utilized by Manufacturer in obtaining governmental approvals for the sale
     of the Agreement Devices.

     F. "Minimum Sales" shall mean the minimum sales which must be paid by the
     Distributor to Manufacturer during each Contract Year hereunder.

     G. "Contract Year" shall mean each year during the term of this Agreement
     commencing on an anniversary of the date hereof and ending on the day
     immediately preceding the next such anniversary.

2.   EXCLUSIVE AGREEMENT/MANDATORY LOCATION

Subject to the Distributor's compliance with the terms hereof, the Manufacturer
hereby grants to the Distributor during the term hereof, a non-assignable,
indivisible, non-transferable exclusive 


<PAGE>


right and distribute in and only within the Territory, to, use, and sell the
Agreement Device containing the Technology. However, the Distributor shall have
the right to grant subdistributors with respect to this agreement.

Distributor must maintain its operations in the Uruguay Free Trade Zone.
Failure to do so will result in the termination of this Agreement at
Manufacturer's sole option and without recourse by Distributor.

3.   PURCHASING REQUIREMENTS; AGREEMENT FEE; OTHER CONDITIONS

     A. In addition to any other fees specified below, and solely as
     consideration for Manufacturer's entry into this Agreement, the Distributor
     shall pay to the Manufacturer a non-refundable Agreement Fee of thirty five
     percent (35%) of the fully diluted, total issued and outstanding common
     shares of the Distributor and Five Hundred Thousand Dollars ($500,000) paid
     in three installments as follows: One Hundred Thousand Dollars ($100,000)
     upon the execution of this Agreement; an additional payment of Two Hundred
     Thousand Dollars ($200,000) 45 days after the date of the first shipment
     effected according to this agreement; and Two Hundred Thousand Dollars
     ($200,000) on or before January 31, 1999. Unless specified otherwise
     herein, all dollars referred to in this Agreement are United States
     Dollars.

     B. Distributors shall purchase the Agreement Device solely from the
     Manufacturer during each Contract Year during the term of the Agreement the
     guaranteed Minimum Product Purchases ("Minimum Purchases") equal to the
     amounts for each Contract Year indicated on Exhibit D hereto.

     C. Distributor shall maintain true, complete and correct books and records
     of all transactions within the scope of this Agreement, in accordance with
     generally accepted accounting principles, to enable Manufacturer to readily
     ascertain all amounts purchased hereunder and the information to be set
     forth in the statements required by this Section 3. Manufacturer, its
     agents or representatives, shall have the right, during Distributor's
     normal business hours, at any time and from time to time during the term of
     this Agreement and for a period of two years thereafter, to inspect,
     examine and copy all or any part or parts of such books and records and all
     other documents and materials (at Manufacturer's 


<PAGE>


     expense), relating to the transactions contemplated by this Agreement. All
     such books and records shall be kept available by Distributor for at least
     two years after the termination of this Agreement. (However, Distributor
     shall be free to destroy any material more than six (6) years old.)

     D. Distributor agrees to limit membership on its Board of Directors to five
     (5) members of which Scantek shall have the right to appoint up to three
     (3) members.

     E. The 35% of the Agreement's equity which is owned hereafter by the
     Manufacturer shall not be diluted for any reason whatsoever. Any such
     dilution shall cause the immediate termination of the Agreement granted
     herein, at the Manufacturer's sole option.

4.   TERMS

     A. Subject to Distributor's compliance with its obligations hereunder the
     term of this Agreement shall be FOURTEEN (14) years, but subject to the
     following:

          (i) If the Distributor shall abandon the exploitation of the Agreement
          Device by failing for a period of twelve consecutive months to achieve
          the Minimum Product Purchases as specified in Exhibit D the
          Manufacturer may on thirty days written notice to the Distributor, at
          its option, terminate this Agreement or alter the definition of
          "Territory," in either case without prejudice, however, to the money
          due to the Manufacturer hereunder.

          (ii) If any payments due hereunder are in arrears for thirty days
          after the due date, and if thereupon notice is given to the
          Distributor both by telegram, telefax, or by registered mail, and if
          thereafter such payment remains in arrears for thirty days after the
          sending of such notice; or if the Distributor defaults in performing
          any of the other terms of this Agreement and continues in default for
          a period of thirty days after written notice thereof; or if the
          Distributor is adjudicated with its creditors; or if a receiver is
          appointed for it; then, in any such event, the Manufacturer shall have
          the right to terminate this Agreement upon giving notice to the
          Distributor at least thirty days before the time when such termination
          is to take effect, and thereupon this Agreement shall become 


<PAGE>


          void but without prejudice to any remedy of the Manufacturer.

          (iii) Upon termination under subdivisions (i), or (ii) of this
          paragraph, the Distributor shall duly account to the Manufacturer and
          transfer to it all Technology processes, and apparatus, together with
          all copies its documentation evidencing or embodying the Technical
          Information and know-how in respect thereof, and all rights to any sub
          agreement or subdistributors which may have been granted pursuant to
          the terms hereof.

5.   MANUFACTURING AND PURCHASE

     A. All manufacturing of the Agreement Device to be delivered to Distributor
     shall be the responsibility and under the control of the Manufacturer.
     Distributor shall not attempt, directly or indirectly, to compete with the
     Manufacturer in the manufacture of the Agreement Device.

     B. Manufacturer shall deliver Distributor's requirements for the Agreement
     Device to Distributor, F.O.B. Manufacturer plant location, at an initial
     price of US. $8.30 per Unit (except for Units to be sold by the Uruguayan
     distributor which shall be sold on the basis of eleven (11) Units for
     $80.00). This price will be adjusted upward only based upon the percentage
     of increase in the United States Consumer Price Index. The parties will
     renegotiate in good faith prices applicable to specific shipments sold to
     Public Health Institutions.

     C. Payment by the Distributor shall be (payable thirty (30) days after date
     of shipment), F.O.B. Manufacturer's (or its subcontractors) factory.
     Distributor shall be responsible for risk of loss, customs clearing and
     transportation. Distributor acknowledges that it is responsible for the
     cost of shipment and insurance for all units purchased once they are
     delivered to the F.O.B. point. Title to all units of Devices or Agreement
     Devices will pass to Distributor upon delivery of such units to the F.O.B.
     point referred to above.

     D. Distributor shall inspect the Devices, within 30 days after receipt of
     the Devices by either Distributor or Subdistributors. If Distributor timely
     rejects any units of 


<PAGE>


     the Devices, which do not conform to agreed upon specifications
     Manufacturer may substitute a like quantity of conforming Devices.
     Distributor may reject any shipment of non-conforming units of the Devices
     only within 30 days after receipt by the final distributor, by notice to
     Distributor stating the reason for rejection with specificity. Failure to
     timely reject or give proper notice of rejection shall be deemed to
     constitute acceptance of such shipment. Properly rejected units of the
     Devices shall, at Manufacturer's sole option, be returned to Manufacturer
     (at Manufacturer's expense) or destroyed.

     E. If any shipping date is specified, such date represents a good faith
     estimate by Manufacturer. In any event, Manufacturer shall not be
     responsible for a delay in shipment resulting from events or circumstances
     beyond Manufacturer's control or for damages or losses attributable to any
     such delay.

     F. Manufacturer guarantees that the Devices shall be manufactured by it in
     accordance with the design, manufacturing, performance and packaging
     specifications, and the quality control and testing standards as the
     parties may from time to time agree upon in writing. Manufacturer
     guarantees that Devices and Manufacturer's manufacturing procedures will
     comply with all requirements of applicable governmental bodies in the
     United States. Except as provided above, Manufacturer HEREBY EXPRESSLY
     DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES WITH RESPECT
     TO THE AGREEMENT DEVICES PURCHASED HEREUNDER, WHETHER WRITTEN, ORAL,
     IMPLIED OR INFERRED BY TRADE, CUSTOM OR PRACTICE, INCLUDING, WITHOUT
     LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
     PARTICULAR PURPOSE. Manufacturer SHALL NOT BE LIABLE UNDER ANY
     CIRCUMSTANCES FOR DAMAGES OF ANY KIND, WHETHER DIRECT, CONSEQUENTIAL OR
     OTHERWISE RELATING TO THE PERFORMANCE OF ANY SENSOR. IN NO EVENT SHALL
     Manufacturer's LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE FOR
     THE Devices PURCHASED HEREUNDER.

     G. If Distributor does not pay the full amount of the purchase price and
     other amounts specified under this Agreement or in any other order from
     Manufacturer as and when due, then, in addition to its other rights or
     remedies hereunder and under applicable law, Manufacturer may withhold
     performance of its obligations hereunder or cancel any outstanding orders,
     without liability to 


<PAGE>


     Distributor by Manufacturer, and without discharge or mitigation of any
     Distributor's obligations.

     H. Distributor may not cancel or assign any order given to Manufacturer
     without the prior written consent of Manufacturer, which Manufacturer may
     withhold in its sole and absolute discretion.

     I. Non delivery or default by the Manufacturer as to any individual
     shipment shall not be deemed a breach of this Agreement except as to such
     installment. Such non delivery or default shall not relieve Distributor
     from its obligation to accept and pay for any subsequent or prior
     installment, regardless of whether such non delivery substantially impairs
     the value of this contract. In the event that Manufacturer fails to deliver
     product for a period of ninety (90) days following placement of an order by
     the Distributor, for reasons other than Force Majeure, then this paragraph
     shall be null and void and the parties may seek whatever remedies are
     otherwise allowed under this Agreement.

6.   USES OF TRADEMARKS, TECHNICAL INFORMATION AND KNOW-HOW

Distributor, and, if Distributor performs its obligations hereunder,
Manufacturer, agree to freely exchange any Technical Information and Know-How
developed by them through an open and continuous dialogue regarding their
operations. [Manufacturer agrees hereby to Agreement at no additional cost to
Distributor any and all trademarks and service marks owned by Manufacturer.]
Such Agreement(s) shall be solely for use in connection with sale of the Devices
in the Territory, and shall not include any information regarding manufacturing
processes or equipment.

7.   NOTICE

Any notice to be given pursuant to the terms of this Agreement shall be
addressed as follows:


<PAGE>


If to the Manufacturer:  Zsigmond L. Sagi, President
                         Scantek Medical, Inc.
                         321 Palmer Road
                         Denville, New Jersey 07834

If to the Distributor:   Luis Primavesi, Vice President
                         SANDELL CORP., S.A.
                         BRANDZEN, 1984, 704
                         MONTEVIDEO, URUGUAY

8.   NECESSARY DOCUMENTS

The Distributor shall furnish to the Manufacturer, or to nominees and patent
attorneys, all information and documents regarding any inventions or
improvements developed by the Distributor, including the apparatus, processes,
and formulas in respect thereof, in order to enable the Manufacturer to operate
thereunder and to enable its attorneys to prepare and prosecute Patent
applications therefor, with respect to any and all improvements developed by
Distributor the understanding that, if so requested by the Manufacturer, such
attorneys shall collaborate with such other Patent attorney as the Manufacturer
may designate. The Manufacturer shall (at Distributor's expense) render to the
Distributor such services in their consulting capacity as may be necessary in
order to instruct the Distributor, or its appointed representative, in all
operations pertaining to the industrial and commercial exploitation of the
Inventions.

9.   OWNERSHIP OF PATENTS

All Patents shall be the exclusive property of the Manufacturer, subject to the
exclusive Agreement hereby granted. The Manufacturer shall, upon demand, execute
and deliver to the Distributor such documents as may be deemed necessary or
advisable by counsel for the Distributor for filing in the appropriate Patent
offices to evidence the granting of the exclusive Agreement hereby given. No
additional patents covering any technology developed by Manufacturer, or the
Distributor which uses the Manufacturer's technology as a starting point, shall
be applied for by the Distributor without the Manufacturer's express written
consent.


<PAGE>


10.  NEW INVENTIONS/TEST RESULTS

If during the continuance of this Agreement the Distributor makes any further
improvements in the Agreement Devices, the Technical Information and Know-How or
the Technology or the mode using them, or becomes the owner of any such
improvements either through Patents or otherwise, then it shall and hereby does
assign such improvements to the Manufacturer which shall give the Manufacturer
full information regarding the mode of using them. However, during the term of
this Agreement, the Distributor shall be entitled to use the same with all
rights which are hereby granted to the Distributor in respect to the Technology
and the Technical Information without paying any additional royalty with respect
thereto. Distributor shall also provide Manufacturer with any and all test
results arising from tests of any Agreement Devices as soon as such results are
available.

11.  ARBITRATION

Except as otherwise provided herein, any dispute under this Agreement shall be
settled by arbitration in pursuant to the Commercial Rules, then obtaining, of
the American Arbitration Association, such arbitration to be conducted in
Montevideo, Uruguay or such other place as the parties hereto may mutually
agree.

12.  BENEFIT

This agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors in interest.

13.  NONDISCLOSURE

A. CONFIDENTIAL INFORMATION. (i) Upon the effective date and thereafter during
the term of this Agreement, Manufacturer shall make available to Distributor
full and complete Technical Information and Know-How possessed on the date of
this Agreement by Manufacturer relating to the Agreement Devices, except with
respect to manufacturing processes and equipment. Manufacturer shall not during
the term of this Agreement disclose to any other person, firm or corporation in
the Territory other than Distributor, any


<PAGE>


technical information relating to the subject matter of this Agreement. Nothing,
contained in this Agreement shall be construed to require Manufacturer to
disclose to Distributor any information which Manufacturer shall have acquired
from others if the disclosure thereof to Distributor would breach any of the
then existing obligations of Manufacturer.

(ii) Distributor shall not use or disclose any information received from
Manufacturer under this Agreement for any purpose other than the distribution
and sale of the Agreement Devices covered by this Agreement. Distributor shall
not disclose any information received from Manufacturer under this Agreement to
any person except persons in Distributor's employ to whom it shall be necessary
to make such disclosure to enable Distributor to obtain the benefit of such
information in the distribution of the Agreement Devices which are included
within the subject matter of this Agreement, and any such person shall receive
such information only after agreeing in writing to hold same in strictest
confidence and to use same only for the purposes specified and permitted in this
Agreement. The foregoing restrictions on disclosures of information shall apply
so long as the information has not properly come into the public domain by such
disclosure in issued patents or otherwise.

(iii) All employees of Distributor who shall be given access to confidential
Technical Information and Know-How shall execute a Non-Disclosure and Assignment
Agreement in form acceptable to Manufacturer.

(iv) The obligation of confidentiality will not be understood as non-compliance
when a subdistributor is appointed and provided with the corresponding
information for the selling of the Agreement Devices.

B. PATENTS. (i) Distributor may, only with the express written consent of the
Manufacturer and at its own expense, apply for patents in any country on any
discovery or invention which Distributor or its employees shall have obtained
prior to the termination of this Agreement on any product or process related to
the subject matter of this Agreement, notifying Manufacturer of its intention,
keeping Manufacturer currently informed of its activities in respect thereto,
and providing Manufacturer with copies of patent applications and amendments
thereto, patent office communications, and other relevant papers. All such
patent


<PAGE>


applications or issued patents must be assigned to the Manufacturer.

(ii) Manufacturer hereby grants to Distributor a nonexclusive, royalty-free
Agreement to make, use and sell without limitation under any such discovery or
invention and any patent application, and any patents granted thereon, including
renewals and reissues thereof, to the extent that they relate to the subject
matter of this Agreement, which Agreements shall extend to the end of the full
term of the Agreement. These Agreements shall not be assignable or divisible,
and shall not include the right to grant subdistributors.

C. TRADEMARKS. During the term hereof, Manufacturer through its designated
representative or representatives, grants to Distributor the right to affix,
without charge to Distributor, the Trademarks set forth on Exhibit E (the
"Trademarks") as marks of certification to Agreement Devices distributed in the
Territory by Distributor through the operations, practices, agreements, and
processes which are the subject of this Agreement, provided:

     (i) that all labels, advertising, and packaging for the Agreement Devices
     conform to the specifications of the Manufacturer.

     (ii) that Distributor submits to the Manufacturer, when requested by
     Manufacturer, packaging, labels, literature of the Agreement Device so that
     Manufacturer can review from time to time.

14.  ADVERTISING, MARKETING AND SALES

A. During each Contract Year, Distributor shall assure that its distributors
shall have sufficient quality personnel and capital resources to effect the
sales of the BTAI Device.

B. Distributor has the responsibility to assure that the Distributors have
sufficient marketing materials to enable the sales personnel to function
properly.

C. Distributor will allocate 6% of its gross sales for advertising during the
first two (2) years.


<PAGE>


15.  NON-COMPETITION

In order to induce Manufacturer to enter into this Agreement, Distributor agrees
that neither Distributor, nor its shareholders, officers, directors or
principals (with the exception of Manufacturer and Hall's interest in
Manufacturer), will during the term of this Agreement or, for a period of five
(5) years from the date of termination hereof, manufacture Devices or purchase
Devices manufactured by any entity other than Manufacturer for use in the
Agreement Devices or any competing device, or directly or indirectly own,
manage, operation or control of or be connected as an officer, director,
shareholder, partner, consultant, owner, employee, agent, lender, donor, vendor
or otherwise, or have any financial interest in or aid or assist anyone else in
the conduct of any competing entity which manufactures, distributes or offers
for sale goods similar to the Agreement Devices to any competing entity.
Distributor, and its shareholders, officers, directors and principals further
agree that they will not (i) personally, or cause others to personally induce or
attempt to induce any employee to terminate their employment with the
Manufacturer; (ii) interfere with or disrupt the Manufacturer's relationship
with its suppliers or employees; or (iii) solicit or entice any person to leave
their employ with the Manufacturer. For the purposes herewith, the term
"competing entity" shall mean any business or enterprise of any and every kind
whatsoever which is engaged in the manufacture, distribution or sale of goods
similar to the Agreement Devices, anywhere in the world; provided, however, that
ownership of one (1%) percent or less of any class of outstanding securities of
a company whose securities are listed on a national securities exchange or which
has not fewer than 1,000 shareholders shall not be deemed to constitute
ownership or participation in the ownership of the business of such company. If
any portion of this Paragraph 15 shall be determined to be invalid and
unenforceable, such determination shall not affect the validity or enforce
ability of the balance hereof, and such balance shall remain in full force and
effect. In the event of any breach by Distributor of the provisions hereof, the
Distributor acknowledges that the Manufacturer will not have an adequate remedy
at law and the Manufacturer will be entitled to institute and prosecute
proceedings in an appropriate Court of competent jurisdiction and to obtain an
injunction restraining the Distributor from violating the 


<PAGE>


provisions of this Agreement without posting a bond or other security.

16.  LAWS

This Agreement shall be construed, and all the rights, powers, and liabilities
of the parties hereunder shall be determined in accordance with the laws of the
State of New Jersey.

17.  WAIVERS

No omission or delay of either party hereto in requiring due and punctual
fulfillment by the other party of the obligations of such party hereunder shall
be deemed to constitute a waiver of its right to require such due and punctual
fulfillment or of any of its remedies hereunder.

18.  ASSIGNMENT

Neither this Agreement nor any part thereof may be assigned by Distributor
without the written consent of Manufacturer.

19.  DEFAULT OF MANUFACTURE/LOSS OF AGREEMENT

In the event that the Manufacturer is insolvent, has made an assignment for the
benefit of Manufacturer's creditors or files under the Bankruptcy laws,
Distributor shall have the right to immediately assume control of the sensor
production utilizing Manufacturer's equipment either in Manufacturer's facility
or at any other location.


<PAGE>


WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR HANDS ON THIS 18 DAY OF
February 1998.

SANDELL CORP. S.A.                      SCANTEK MEDICAL, INC.




BY: /s/ DANIEL ALVAREZ                  BY: /s/ PATRICIA B. FURNESS
    -------------------                      -----------------------
     Daniel Alvarez                          Patricia B. Furness
     Vice President                          Vice President




CORPORATE SEAL

/s/ PATRICIA B. FURNESS
------------------------
CORPORATE SECRETARY


WITNESSED BY:                          DATE:  2/19/98
                                            -------------
/S/ ELSIE C. COWLES
------------------------
TITLE:


State of New Jersey: I, ALFONSE W. SCERBO, Clerk of the County of Morris holden
                    in and for said County, do hereby certify the Notary herein
County of Morris;   set forth by whom the foregoing proof, acknowledgment or
                    affidavit taken and certified was at the time of taking such
                    proof, acknowledgment or affidavit a NOTARY PUBLIC, duly
                    commissioned, sworn and residing in said County and State,
                    and was as such officer of this State, authorized to take
                    and certify said proof, acknowledgment or affidavit as well
                    as to take and certify proofs of acknowledgments of deeds
                    for conveyance of lands, tenements or hereditaments and
                    other instruments in Writing, to be recorded in said State;
                    and full faith credit are and ought to be given to his/her
                    official acts and I am well acquainted with the handwriting
                    of said Notary and believe the signature to the instrument
                    to which the certificate is attached is his/her genuine
                    signature.

                                             [SPECIMEN}                 Notary
                              -----------------------------------------
                    IN TESTIMONY WHEREOF, I have set my hand and affixed the
                    seal of said Court and County at Morristown:

                    Dated: 2-19-98          [SPECIMEN}             County Clerk
                                  -------------------------------

                                      [SPECIMEN}            Special Deputy Clerk
                          ----------------------------------


<PAGE>


EXHIBIT B

Territory
SOUTH AMERICA, EXCLUDING CHILE, BUT SPECIFICALLY INCLUDING THE
FOLLOWING COUNTRIES:

     ARGENTINA
     BRAZIL
     BOLIVIA
     COSTA RICA
     COLOMBIA
     ECUADOR
     PANAMA
     PARAGUAY
     PERU
     NICARAGUA
     VENEZUELA
     URUGUAY


<PAGE>


EXHIBIT C


Agreement Devices

KNOWN AS BTAI, BREASTCARE, AND BREASTALERT


Nothwithstanding the following more specific description of the Agreement
device, the Agreement Devices shall include any temperature sensing device
manufactured by the Manufacturer using the patented technology set forth in the
Patents listed in Exhibit A or improvements thereto.

The BTAI is an early diagnostic direct reading, digital device to screen the
breast for abnormalities, including cancer.

The BTAI measures underlying breast tissue temperature and not skin surface
temperature by retaining the emitted heat when BTAI is placed against the breast
for 15 minutes. The averaged and recorded reading on the BTAI has taken into
consideration that the temperature patterns of a woman's breasts are closely
symmetrical. This method detects abnormalities by comparing the temperature
differences in the corresponding areas of a woman's breasts.

The BTAI device consists of a pair of non-woven pads made of spun-fiber
material, each of which has three wafer-thin, pliant, aluminum foil, and
temperature responsive segments attached to its inner surface. Each segment is
wedge-shaped and contains 18 columns or bars of thermal dots. These dots contain
a chemical heat sensors that changes color when exposed to a specific
temperature.


<PAGE>


EXHIBIT D

MINIMUM UNIT SALES

     The minimum unit sales are set forth below:

          Year*          Minimum Unit Purchases-Monthly
          ----           ------------------------------
          
        
     The minimum monthly purchase requirements will start with the first
shipment of the BreastCare product for each 12 twelve month period thereafter
as indicated below:

     First 12 month period after first shipment        20,000 Units
     Second 12 month period                            35,000 Units
     Third 12 month period                             65,000 Units
     Fourth 12 month period and thereafter/FS          90,000 Units