INTERNATIONAL DISTRIBUTOR AGREEMENT

1

BUSINESS FRAMEWORK

1.1

Products - This Agreement pertains to DiaSys diagnostic products, proprietary workstations ("Workstations") under the brand names R/S 2005 and FE5 and their replacement parts and accessories ("Spares"), Consumables, Parasep, RapydTests and all other DiaSys products, all as further listed on the attached Schedule A.

1.2

Business Purpose - Distributor hereby agrees to actively promote all products in the ("Territory") or as such Territory is mutually defined and is described on Schedule B and Schedule C. Promotion, by way of example only, means that Distributor will:

(a)

Direct its sales personnel and agents to actively recommend use of all products to their current and prospective customers.

(b)

Periodically present all Diasys products in Distributor's news bulletins and press releases where appropriate.

(c)

Exhibit all DiaSys products at appropriate trade shows within the Territory.

(d)

Include all DiaSys products in Distributor's clinical advertising.

(e)

Demonstrate all DiaSys products as and when requested by potential customers.

(f)

Import diagnostic products, workstations, spares and other DiaSys products in reasonable quantity to meet the needs of and support its active and prospective customers in the Territory.

(g)

Install Workstations and other DiaSys products and train customers in their proper use and maintenance and

(h)

Service Workstations and other DiaSys products as and when required.

1.3

Non-exclusive Appointment - DiaSys hereby appoints Distributor its non-exclusive sales and service agent in the Territory, as stated on the attached Schedule B, in furtherance of the Business Purpose, provided the Distributor refrains from seeking customers, and from establishing any branch offices, and from obtaining any distribution depot outside the Territory in relation to all DiaSys Products.

1.4

Business Relationship - The relationship between DiaSys and Distributor created by this Agreement is that of seller-buyer exclusively. Neither Party shall have authority, expressed nor implied, to assume or create any obligation on behalf of the other and neither shall have authority to represent the other in a capacity other than that expressly provided herein.

1.5

Certifications - At no cost to Distributor, DiaSys shall apply for certifications and/or government approvals reasonably necessary to import and sell Workstations and other Diasys products in the Territory. At no cost to DiaSys, Distributor shall assist DiaSys in identifying and obtaining

necessary applications, providing translations where necessary, filing the application and monitoring the certification or approval process.

1.6

Term - This Agreement shall expire on 30th June 2006 unless extended upon the written agreement of the parties or terminated by either party due to an unresolved breach by the other.

1.7

Termination or Cancellation of Exclusivity - Should the Distributor fail to order and/or take delivery of at least €5000 in any six-month period, DiaSys may, upon thirty (30) day written notice, elect, in its sole discretion, to terminate this Agreement.

2.

TRAINING AND TECHNICAL SUPPORT

2.1

Initial Training - At no charge to Distributor, DiaSys shall provide a sales and service training course at a Distributor facility for up to six Distributor employees. Each party shall be responsible for the travel and entertainment expenses of its respective employees.

2.2

On-Going Training - On-going training will be conducted by DiaSys generally at no additional cost to Distributor so long as DiaSys can reasonably accommodate the place of training and frequency of requests in DiaSys' travel plan. Each party shall be responsible for the travel and entertainment expenses of its respective employees.

2.3

Technical Support - At no additional cost to Distributor, DiaSys shall provide Distributor with unlimited technical support by telephone, facsimile and/or E-mail during DiaSys normal working hours.

2.4

Marketing and Technical Bulletins - DiaSys shall, at no charge, provide Distributor with technical, advisory and marketing materials developed for Workstations and other DiaSys products in quantities and at times reasonably requested. At Distributor's request, DiaSys shall make available camera-ready copy for all non-textual artwork for the above materials.

2.5

English Language - All training courses, technical assistance and reading materials shall be in the English language, supported by interpretations and translations provided by Distributor.

3.

PRICE, ORDERS, DELIVERY, INVOICING, PAYMENT

3.1

Price - The purchase price for DiaSys Diagnostic products, Workstations, Spares and other products is set forth in the attached quotation. All prices are quoted in Euros (€) and do not include costs of service, applicable insurance costs, transportation charges, excise taxes, value-added taxes, sales or use taxes, and charges for shipment, rigging, drayage, and other applicable delivery charges or taxes.

3.2

Purchase Orders And Acceptance - All orders shall be in writing and shall set forth Product type, price, quantity, requested date of delivery, specific carrier and other such order-related terms ("Order"). DiaSys shall accept or reject each Order in writing within five (5) business days following receipt. DiaSys' failure to reject an order shall constitute acceptance. No term or condition of any Order or acceptance, which adds to or changes this Agreement, shall be legally binding on the parties unless intended and entitled an amendment to this Agreement.

3.3

Initial Order - Upon commencement of this Agreement, Distributor shall order Products in quantities reasonably required for adequate sales training and customer demonstrations. DiaSys shall provide Distributor with the lowest available price for such Products regardless of quantity.

3.4

Delivery - All Products are delivered F.O.B. DiaSys ("Delivery"). DiaSys may prepay and invoice Distributor separately