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This Will Set Forth The Terms Of An Employment Contract Offered By U.s. - MILESTONE SCIENTIFIC INC/NJ - 3-31-1997

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This Will Set Forth The Terms Of An Employment Contract Offered By U.s. - MILESTONE SCIENTIFIC INC/NJ - 3-31-1997 Powered By Docstoc
					EXHIBIT 10.11 This will set forth the terms of an employment contract offered by U.S. Opportunity Search, Inc. to Ronald P. Spinello, pursuant to Par 8 (b) (ii) of an agreement between U.S. Opportunity Search, Inc. and Spintech, dated September 21, 1994. EMPLOYMENT CONTRACT TERMS: Ronald P. Spinello 1. SALARY: Starting salary beginning at closing of Bridge Financing: Chairman & director of Research: $110,000 On-going yearly salary increases: 10% per year. 2. TERM: Five years beginning at date of closing of Bridge Financing Contract to specify that termination will be only for fraud or mental incompetence. 3. INCENTIVES: Paid medical insurance policies and paid vacations are provided beginning at closing of the Bridge Financing. Bonuses, profit sharing formulas, stock options, retirement benefits and paid life insurance policies shall be phased in at appropriate times, and at the discretion of the Board of Directors. 4. REIMBURSEMENT: Short Term: Pay back of any short term loans made by Ronald Spinello to Spintech during the interim period between July 27, 1994 and the date of closing shall be paid back by the first round of money provided by the Bridge Financing. Pay back of accrued wages owed Ronald Spinello from July 27, 1994 to date of closing to be paid back by the first round of money provided by the Bridge Financing. Long Term: Pay back of accrued back pay, loans and interest owed by Spintech to Ronald Spinello, Henry Thornton and Kevin Pollard to be paid back at the date of closing of the final funding of $2.7 Mn. 5. BONUS: A $500,000 bonus, payable five years from the date of closing of the final funding of $2.7 Mn. shall be paid to Ronald Spinello if all bottom line pre-tax profit projections for each year have been met according to the schedule attached hereto. U.S. OPPORTUNITY SEARCH, INC.
By: /s/ Leonard Osser -------------------------------Leonard Osser, President Date: September 21, 1994

/s/ Ronald P. Spinello, D.D.S. - ----------------------------------Ronald P. Spinello, D.D.S

EMPLOYMENT AGREEMENT made as of November 10, 1995 among U.S. Opportunity Search, Inc. ("USOS"), Spintech, Inc. ("Spintech") and Ronald P. Spinello (the "Executive"). WITNESSETH WHEREAS, Executive and USOS have previously executed a memorandum entitled "Employment Contract Terms" (the "Memorandum"); and WHEREAS the parties wish to confirm that the Memorandum constitutes a binding employment agreement to be assumed hereunder by Spintech and guaranteed by USOS. NOW, THEREFORE, the parties agree as follows: 1. Each of the parties hereby confirms that the Memorandum constitutes a binding agreement of employment among the parties thereto and sets forth all of the material terms and conditions of employment, except that the term of employment shall be five years commencing on the date hereof and compensation shall be at the annual rate of $121,000, $133,100, $146,410, $161,051 and $177,156 for the 1st, 2nd, 3rd, 4th and 5th years of the term. The Memorandum is hereby incorporated herein with the same force and effect as if set forth in full. In addition, the Executive shall be entitled to the following additional benefits: (a) Four weeks of paid vacation during each year of the term. (b) Paid holidays in accordance with the Company's usual holiday schedule and one week of paid "sick pay". (c) Paid medical insurance policies and disability coverage. (d) To the extent the Executive qualifies, participation in, or benefits under, any employee benefit plan, arrangement or perquisite generally made available by the Company to its key executives. (e) Bonuses, profit sharing formulas, stock options, retirement benefits and paid life insurance policies, as phased in at appropriate times at the discretion of the Board of Directors. (f) A $500,000 bonus, payable five years from the date of closing of the acquisition if aggregate pre-tax profits for such five years are at least 4,000,000. 2. Spintech hereby assumes all of the obligations and succeeds to all of the rights of USOS under the Memorandum and the Executive agrees to work for Spintech loyally and faithfully as a full-time employee; it being understood and agreed that if at any time after January 1, 1998 Spintech has not paid the benefits set forth in paragraph (e) above, or if at any time after the date hereof Leonard Osser has ceased to be the controlling shareholder of USOS, then nothing contianed in this paragraph shall preclude the Executive from engaging in

other non-competitive business activities, so long as such activities do not impair his ability to continue to render essentially full-time services to Spintech. 3. USOS hereby guarantees to the Executive the full performance of all obligations of Spintech hereunder. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. U. S. OPPORTUNITY SEARCH, INC.
by:__ /s/ Leonard Osser ----------------Leonard Osser, President

SPINTECH, INC.
by:__/s/ Glenn R. Spinello -------------------Glenn R. Spinello, Vice President /s/ Ronald P. Spinello ---------------------Ronald P. Spinello

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EXHIBIT 10.13 AGREEMENT FOR SDS PRODUCT AGREEMENT, dated September 1, 1996, between SPINTECH, INC., a Delaware corporation, with its principal offices at 218 Dew Drop Road, York, Pennsylvania 17402 ("Spintech") and PRINCETON PMC, INC., a Delaware corporation, with its principal offices at 44 Kean Road, Short Hills, New Jersey 07078 ("Princeton"). Background Spintech is engaged in the business of inventing, designing, and securing manufacturing for products for the health care field, obtaining patent protection and governmental approval for such products and insurance protection services in relation to such products. Princeton is engaged in the business of evaluating products for the health care field, arranging for cost effective manufacturing of products, product development, and distribution of such products and promoting and marketing products through distributors, dealers and others to end-users in the health care field on a worldwide basis. Spintech is the owner of all rights, title and interest in and to certain rights covering the SDS product, and Princeton desires to obtain from Spintech an exclusive right to distribute the SDS product to end-users in the waste disposal and health care fields in the Territory as defined below. Agreement In consideration of the foregoing background and the mutual promises and covenants contained herein, and intending to be legally bound, the parties agree as follows: 1. Definitions. As used herein, the term: (a) "Authorized Channels" shall mean all channels of sale and distribution to end-users in the waste disposal and health care fields, including but not limited to distributors, dealers, health care organizations, health care providers, clinics, conferences and mail order, except as may be otherwise specified on Exhibit "A". (b) "Exhibit A" shall mean the exhibit at the end of this Agreement. (c) "Product" shall mean the SDS product described on Exhibit "A", modifications and enhancements of such product, and any new products, if they are based on the patent(s) of the existing product, and if and to the extent this Agreement is modified in accordance with Paragraph 17 hereof. (d) "Patent Rights" shall mean all patent(s), whether issued or assigned in the Territory, issued or assigned to Spintech, with respect to the Product, all corresponding Letters Patent as patents issue, and the patent applications, all as listed on Exhibit "A", and the resulting patents claiming priority from or based on such Letters Patent, and all divisions, reissues, and extensions thereof now owned by Spintech or under which Spintech now has the right to grant licenses, except that any Patent Rights that also relate to new products may be included among the patent rights granted to another distributor to support its distribution rights for such new products, unless this Agreement is amended in accordance with Paragraph 17 hereof, to include such new products as part of the Product being distributed by Princeton. (e) "Territory" shall mean (i) North American continent, plus (ii) the rest of the entire world, other than those countries where Spintech has heretofore granted distribution rights to other distributors ("excluded countries") provided the rest of the world (other than excluded countries) shall be included in the Territory only if the minimum amounts of the Product to be purchased as described on Exhibit "A" are increased by an amendment to this Agreement to appropriately reflect the world-wide market for the Product, in which case Princeton may fulfill such increased minimum amounts by purchasing the Product for sales anywhere within the enlarged Territory. If a major customer of Princeton seeks sales rights within an excluded country, Spintech will use commercially reasonable efforts to include such country within the Territory, but such efforts shall not require Spintech to violate existing agreements or law.

2. Granting of Distribution Rights. (a) Upon the terms and conditions set forth herein, Spintech hereby grants to Princeton the exclusive right under the Patent Rights: (i) to purchase, market and sell the Product through Authorized Channels in the Territory; (ii) to grant one or more subdistributorships of the Product through one or more Authorized Channels within the Territory, or any part thereof, as determined in Princeton's discretion. (b) All subdistributorships shall include the restrictions on Princeton, and the obligations of Princeton, contained in this Agreement and shall be subject to Spintech's rights hereunder. Princeton shall promptly notify Spintech in writing of any subdistributorship it signs or otherwise authorizes and shall furnish Spintech with such information about its subdistributorship, as Spintech may request. Spintech shall have the right to reject any subdistributor or customer based on its credit worthiness and such rejection shall not be capriciously exercised. (c) This grant shall not be construed as a license, by implication or otherwise, under any patent applications or patents owned by Spintech or under which Spintech has or acquires the right to grant Licenses. (d) This grant shall not be construed to create an agency or employment relationship between Spintech and Princeton or any of its sublicensees, each of whom is and shall remain an independent contractor. 3. Payments. (a) In consideration for the rights herein granted and the exclusive right to purchase, market and sell the Product, Princeton shall pay Spintech the sums specified on Exhibit "A" with respect to each Product purchased by Princeton from Spintech. The sums shall be paid within thirty (30) days of the receipt by Princeton of Spintech's invoice for the Product purchased by Princeton from Spintech. (b) In consideration of the performance of Princeton's obligations pursuant to Paragraph 4(a) below, Spintech shall reimburse Princeton for all costs that Princeton reasonably incurs in performing such obligations, provided that any costs in excess of $500 shall first be approved by Spintech in writing. (c) In consideration of Princeton's obligations pursuant to Paragraph 4 below, Spintech shall (i) pay Princeton a product management fee in the amount of $3,000 per month, payable on the last day of each month of the term of this Agreement, (ii) reimburse Princeton for the cost of a technical service representative to be seconded to Princeton pursuant to an arrangement with Arbutas to be negotiated during the term of this Agreement, (iii) furnish Princeton with 200 units of the Product for inventory in advance of actual orders from dealers and other customers, and (iv) pay, or reimburse Princeton, for producing advertising materials and a video presentation, once only, in an amount not to exceed $40,000; (d) If any government with jurisdiction over any part of the Territory imposes any taxes on any part of the payments required to be paid by Princeton to Spintech hereunder and requires Princeton to withhold such taxes from such payment, Princeton may deduct such taxes from such payments. Tax receipts indicating payments or withholding of such taxes on behalf of Spintech shall be promptly submitted to Spintech. Princeton shall cooperate with Spintech in determining the propriety of imposition of any such tax. This provision shall not apply to any franchise tax based on or measured by Princeton's net income; such taxes are Princeton's responsibility and payments to Spintech shall not in any event be reduced by such taxes. (e) If any government with jurisdiction over any part of the Territory imposes any exchange restriction on the payments required under this Agreement, an account in the name of Spintech shall be established in a -2-

financial institution of Spintech's choice in the Territory and all moneys due Spintech shall be paid into such account or at Spintech's election, payment shall be made to any account designated by Spintech that complies with such restriction. 4. Princeton's Marketing and Other Obligations. (a) In addition to its obligations set forth in Paragraph 3 above, Princeton shall use its best efforts to exploit the right hereby created and to maximize sales of the Product. Such efforts shall include, but are not limited to, reviewing the Products from a technological point of view and ensuring that all aspects of mechanical, chemical, electrical, industrial and other engineering disciplines have been applied for this purpose; reviewing and evaluating all sources of raw materials, assemblies and systems needed for the production of the Product; identifying and selecting potential manufacturers to produce the Product in commercial quantities and on acceptable terms and conditions; ascertaining the interest of distributors, dealers, waste managers, health care institutions and facilities and end-users, both professional and paraprofessional, in the Product; and developing and implementing advertising, marketing and sales strategies and generally promoting the sale of the Products. (b) Reviewing and evaluating clinical studies of the Product and arranging for clinical lectures about the Product. (c) Performing field services as, when and where required to support the Product and the various entities within the Authorized Channels; considering, evaluating and recommending design changes to improve Product acceptance; furnishing services to customers, including warranty replacements or repairs; representing Spintech in dealings with contractors engaged by Spintech to produce, assemble, package and ship the Product; and generally taking such steps and doing such things as constitute Product management in the health care field. (d) Spintech shall provide Princeton, at Spintech's cost, with a mutually agreed upon quantity of the Product, to use as customer samples and to perform Princeton's obligations, as set forth in subparagraph (a) above. 5. Confidential Information. Each party agrees that all confidential information and documentation made available or disclosed to it by the other party as a result of or related to this Agreement, and all negotiations therefor if they are conspicuously marked or transmitted with directions that identify them as "confidential" or "secret", shall be received and treated by the receiving party on a confidential and restricted basis. Such information and documentation shall not be disclosed to others unless and until they enter the public domain or are required to be disclosed to a government agency. In the later case, the receiving party, shall use its best efforts to have such agency protect such information and documentation from public disclosure or access. 6. Marking; Use of Trade Name and Marks. (a) Princeton shall affix to the Product and to the packages containing the Product or to insertion slips placed inside each package with a Product a legible notice stating, in effect, that the Product is patent protected, in a form to be mutually agreed by the parties. (b) If the laws of any jurisdiction within the Territory specify any additional or other patent marking notices, Princeton shall cause the Product or the related packaging to be so marked. (c) This Agreement authorizes and approves the use by Princeton of Spintech's trade name or trademark in connection with the manufacturing, advertising, marketing or sale of the Product. Such authorization and -3-

approval, however, is subject to Princeton submitting all written materials containing such names and marks to Spintech for its consent as to form, which shall not be unreasonably withheld. (d) If Princeton wishes to market the Product under a trade name or trademark of which it is the author and consents to the use of such name or mark for such purpose, Princeton shall assign and set over to Spintech all of its right, title and interest in and to such name and mark. 7. Duration and Termination or Cancellation. (a) Unless otherwise terminated or canceled as hereinafter set forth, this Agreement and the rights under Patent Rights shall continue in force for a period of seven (7) years from the date of this Agreement. (b) This Agreement and the rights granted herein may be extended on the terms and conditions to be mutually agreed upon prior to the expiration of this initial term. If no such agreement is reached, this Agreement and the rights granted herein shall automatically terminate at the end of the initial term or the extended term then in effect, as applicable. (c) If at any time Princeton defaults in fulfilling any obligations hereof and if such default is not cured within ten (10) days after written notice thereof is given by Spintech to Princeton in the case of a monetary default, or within thirty (30) days after written notice thereof is given by Spintech to Princeton in any other cases, this Agreement and the rights herein granted shall be canceled as of the end of the applicable notice period, without any further notice or other action required to be taken by Spintech. Princeton shall have the right to cure any such default up to, but not after, the end of the applicable notice period. (d) Spintech shall also have the right to cancel this Agreement by giving written notice of cancellation to Princeton if any one of the following events occurs, such cancellation being effective upon Princeton's receipt of such notice or five (5) days after such notice is mailed, whichever is earlier. (i) liquidation of Princeton or an assignment by Princeton for the benefit of its creditors; (ii) insolvency or bankruptcy of Princeton, whether voluntary or involuntary; (iii) inability of Princeton (or to demonstrate, if requested by Spintech, its ability) to meet its obligations hereunder; (iv) failure of Princeton to satisfy any judgment against it; or (v) appointment of a trustee or receiver for Princeton; or (vi) failure of Princeton to purchase and pay for the minimum amount of Product set forth on Exhibit "A". (e) The waiver of any default under this Agreement by Spintech shall not waive the right to cancel this Agreement for any subsequent or similar default and the exercise of the right of cancellation shall not impose any liability by reason of cancellation or have the effect of waiving any damages to which Spintech might otherwise be entitled. (f) The termination or cancellation of this Agreement shall not interfere with, affect or prevent the collection by Spintech of any and all sums of money due to it under this Agreement. Upon termination or cancellation of this Agreement for any reason, the payments required by Paragraph 3 to be made by Princeton, even if they are not yet due, shall become immediately due and payable. 8. Notices. -4-

All notices, requests, demands and other communications under this Agreement or in connection therewith shall be given to or be made upon the respective parties hereto at the addresses first written above. 9. Representations and Covenants of Princeton. (a) Princeton represents and warrants to Spintech that it has the skills and experience, capital and personnel to exploit the Product and to perform its obligations under this Agreement. (b) Princeton shall not sell the Product to anyone who it knows or has reason to believe will resell or assign or lease the Product outside Authorized Channels. Princeton shall report to Spintech any party (other than a sublicensee or distributor or dealer authorized by Princeton) or a sublicensee who Princeton learns or has reason to believe is selling or leasing the Product in the Territory, notwithstanding the exclusivity of the rights granted under this Agreement, provided, however, the receipt of such report shall not imply any obligation on Spintech's part to enforce or pursue any rights or remedies against such party. 10. Representations and Covenants of Spintech. (a) Spintech represents and warrants to Princeton that it has the skills and experience, capital and personnel to manufacture the minimum amounts of the Product set forth on Exhibit "A" for the referenced time periods and that it will make available for delivery to Princeton of any reasonable quantities of the Product that Princeton orders from Spintech within thirty (30) days of receipt by Spintech of a written order for such quantities of the Product. (b) Spintech shall not grant to any party, other than Princeton, the right to purchase, market and/or sell the Product in the Territory. (c) Spintech is the owner of all right, title and interest in and to the Patent Rights in North America. (d) Spintech has not made and will not make any agreement, commitment, grant or assignment, which could or might interfere with or impair the complete enjoyment of all the rights granted and the duties to be rendered by Spintech to Princeton, including, without limitation, having entered into any agreement, which would preclude or conflict the duties to be rendered by Spintech hereunder. (e) Spintech shall secure the manufacture of the Product and shall not assign to any party the right to manufacture the Product without the prior written consent of Princeton, which shall not be unreasonably withheld, delayed or conditioned. 11. Limited Warranties and Liabilities; Indemnity. (a) Spintech represents and warrants to Princeton and only to Princeton that, to the best of its knowledge and belief, the Product and parts or subassemblies thereof may be used or sold free of the patent rights or proprietary rights of others, Spintech shall be liable for all loss, damage or expense arising from any claim of infringement of any patent or other proprietary rights based upon Princeton's use or sale of the Product or its exercise of any rights granted under this Agreement. (b) Spintech is a manufacturer with respect to the Product. Spintech represents and warrants that the Product: (i) conforms or will conform to the specifications and descriptions of the Product in any plans or drawings furnished by Spintech to Princeton; (ii) will be free from defects in design, material or workmanship; and -5-

(iii) will be merchantable and fit for a particular purpose; and Spintech will, at its option, replace or repair any Product which does not conform to the forgoing warranties, if written notice of such nonconformity is given to Spintech within ninety (90) days after the sale of such Product to Princeton. (c) Spintech shall defend Princeton against, and hold Princeton harmless from, any claim by any customer, purchaser or user of the Product: (i) for personal injuries (including death) and/or property damage or loss based upon an allegation that any Product did not conform to the description furnished with the product, was defective or was not merchantable or fit for a particular purpose; or (ii) any and all claims arising by reason of or in connection with Spintech's breach of or failure to comply with the terms, representations, covenants or warranties of the Agreement; (iii) any and all attorneys' fees, disbursements and court costs incurred or paid by Princeton in connection with or arising from Spintech's breach of the terms, representations, covenants and warranties of the Agreement, provided, however, that Princeton's rights and remedies hereunder are and shall be limited to the proceeds from the insurance to be provided by Spintech pursuant to Paragraph 12 hereof, and provided further that Spintech shall not, in any event, be liable to Princeton for any indirect, incidental, special, punitive or consequential damages or losses whatsoever, including, but not limited to, claims for lost opportunities, customers, revenues or profits, whether or not losses might result from Product failure. 12. Insurance. Spintech shall obtain and maintain at its sole cost and expense throughout the initial term and for a period of not less than two (2) years following the termination thereof, standard comprehensive, general and products liability insurance, the form of which must be reasonably acceptable to Princeton, from a qualified insurance company licensed to do business in the Territory, the policy for such insurance shall include Princeton as an additional named insured, and shall provide protection against any and all claims, demand and causes of action arising out of any defect or performance failure, alleged or otherwise, in any of the Product or any material used in connection therewith or any use thereof. The amount of coverage shall be a minimum of Two Million Dollars ($2,000,000) combined single limit for each single occurrence for bodily injury and Five Hundred Thousand ($500,000) for property damage. Said policy, which may be a blanket policy covering other insured items, shall provide for thirty (30) days notice to Princeton from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of said policy. Spintech shall furnish to Princeton a certified copy of said policy or a certificate of insurance (showing Princeton as an additional named insured and providing for thirty (30) days notice to Spintech and Princeton in the event of any modification, cancellation or termination) providing such coverage with thirty (30) days after the date of this Agreement. 13. Arbitration. Unless otherwise settled by the parties within sixty (60) days after notice or within a period mutually agreed to by the parties in writing, any dispute, controversy or difference which may arise between the parties out of or in connection with this Agreement or for the breach thereof, shall be submitted for, and shall be -6-

resolved by, arbitration in New York, New York. Such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association, by which each party hereto is bound. 14. Government Approvals. (a) Spintech shall be responsible for obtaining the approval or validation by the United States Food and Drug Administration, if required, of the right to manufacture and sell the Product. (b) Princeton shall be responsible for obtaining all other approvals, including the approval or validation of this Agreement by other cognizant government authorities within the Territory if, as and when required by the relevant laws of any jurisdiction within the Territory or any subdivision of the Territory. Spintech shall assist and cooperate with Princeton in Princeton's efforts to obtain such approval or validation. 15. Effective Date. This Agreement shall come into force and effect on the date of this Agreement. If the validity of this Agreement in any jurisdiction within the Territory depends on the approval of any cognizant government authority of such jurisdiction, this Agreement shall not become effective in such jurisdiction unless and until such approval(s) is given in accordance with the laws requiring such approval. 16. Modification. This Agreement embodies all of the understanding and obligations between the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding upon the parties unless: (a) it is made in writing, signed on behalf of each of the parties by their respective proper officers thereunto duly authorized, and (b) if applicable, it is approved by the cognizant government authorities of each jurisdiction within the Territory. 17. Amendment for New Products. If Spintech develops a new product, based on the patents of the existing Product, and the new product is not merely a modification or enhancement of the existing Product, Spintech shall offer to Princeton a right of first refusal to include such new product in the Product by inviting Princeton to amend the terms and conditions of this Agreement so that they are at least as favorable to Spintech as the terms and conditions that may be offered by any other credible party seeking exclusive distribution rights for such new product, as follows: (a) Spintech shall submit the proposal from such other would-be distributor to Princeton in writing, and Princeton shall have the right to match or exceed such proposal by making a written offer to Spintech within thirty (30) days after Princeton's receipt of such proposal; (b) If Princeton matches or exceeds such proposal by making a written offer to Spintech within such 30-day period, this Agreement shall be deemed amended to incorporate the terms and provisions of Princeton's offer. (c) If Princeton fails to make a written offer to Spintech within such 30-day period or submits an offer within such 30-day period that Spintech reasonably believes is less favorable to it than the proposal submitted by such other would-be distributor, Spintech shall notify Princeton in writing, and thereupon Spintech shall -7-

be entitled to enter into and perform an exclusive distribution agreement with such other distributor covering the new product and reflecting the terms and conditions of the would-be distributor's proposal or terms and conditions that are more favorable to Spintech than those set forth in such proposal. In such event, Princeton shall have no rights hereunder with respect to the marketing and/or distribution of the new product. 18. Compliance with Laws. (a) Any payment which requires government approval or permission under a foreign exchange control law or other law, if any, shall be made by Princeton in accordance with such law. (b) If applicable, Princeton shall comply with all provisions of the Export Administration Regulations of the United States Department of Commerce, as they currently exist and as they may be amended from time to time. 19. Construction and Assignment. (a) This Agreement shall be binding upon and inure to the benefit of Spintech, its legal representatives, successors and assigns. (b) This Agreement shall be binding upon and inure to the benefit of Princeton, but subject to Paragraphs 2(a)(ii) and 2(b) hereof, this Agreement shall not be transferable or assignable without the prior written consent of Spintech. (c) This Agreement shall be deemed to be a contract made under the laws of the State of New York, United States of America, and for all purposes shall be interpreted in its entirety in accordance with the laws of New York. If this Agreement is translated into any language other than the English language for any purpose, the English version shall be the governing version. (d) Nothing contained in this Agreement shall be construed as conferring upon Princeton or its customers, directly or by implication, estoppel or otherwise, any license under any trade secrets of Spintech, and no such license or other rights shall arise from this Agreement or from any acts, statements or dealings resulting in or related to the execution of this Agreement. IN WITNESS WHEREOF, the representatives hereunto duly authorized on behalf of Spintech and Princeton have executed this Agreement the date first above written.
Attest: _______________________ SPINTECH, INC. By:/S/ Leonard Osser ------------------------------Leonard Osser, CEO PRINCETON PMC, INC. By: /S/ Gregory Volok ------------------------------Greg Volok, President

Attest: _______________________

EXHIBIT "A" 1. Name and Description of the Product: SDS (formerly known as TAPS) - a sharps disposal system for encapsulating in plastic and disposing of hypodermic needles and other sharps, each unit to include a disposable disk (the "Disposadisk"), and a sharps container (the "Container"). The Product does not include -8-

Spintech's "Mini -TAPS" unit, a smaller needle disposal system which it contemplates licensing to Biotronix Laboratories. 2. United States Patent applied for: 3. Payment per unit: Each SDS unit - $300; Each Disposadisk - $.35; and Each Container - The costs incurred by Spintech to manufacture and reimburse product management for the Container plus the lesser of thirty percent (30%) of such costs or 50% of Princeton's gross profit on its sales of each Container. All sales, use or excise taxes, shall be paid directly or indirectly by Princeton, and in calculating gross profits, deductions shall be allowed for normal and customary trade discounts, returns and allowances. The price of the Disposadisk shall be subject to customary and reasonable increases during the term of the Agreement to which this Exhibit A is attached. 4. Minimum number of units of the Product to be produced and purchased: 25% of the following annual amounts each 3 months (excluding the first 3 months), starting from the date of the product introduction to the market. First 15 months of the term - 2,400 units Next 12 months of the term - 3,000 units Next 12 months of the term - 4,000 units Next 12 months of the term - 6,000 units Each 12 months thereafter - 6,000 units plus an additional eight percent (8%) each year (cumulative) of the term. 5. Additional Provisions: The foregoing relates to the original SDS units only. If and when SDS II is produced by Spintech, the parties will negotiate in good faith to supplement this Exhibit "A" in order to cover purchases of SDS II units by Princeton. -9-

EXHIBIT 10.14 AGREEMENT FOR THE WAND PRODUCT AGREEMENT, dated September 1, 1996, between SPINTECH, INC., a Delaware corporation, with its principal offices at 218 Dew Drop Road, York, Pennsylvania 17402 ("Spintech") and PRINCETON PMC, INC., a Delaware corporation, with its principal offices at 44 Kean Road, Short Hills, New Jersey 07078 ("Princeton"). Background Spintech is engaged in the business of inventing, designing, and securing manufacturing for products for the health care field, obtaining patent protection and governmental approval for such products and insurance protection services in relation to such products. Princeton is engaged in the business of evaluating products for the health care field, arranging for the cost effective manufacturing, product development, and distribution of such products and promoting and marketing such products through distributors, dealers and others to end-users in the health care field on a worldwide basis. Spintech is the owner of all rights, title and interest in and to certain rights covering the Wand product, and Princeton desires to obtain from Spintech an exclusive right to distribute the Wand product in the Territory as defined below. Agreement In consideration of the foregoing background and the mutual promises and covenants contained herein, and intending to be legally bound, the parties agree as follows: 1. Definitions. As used herein, the term: (a) "Authorized Channels" shall mean all channels of sale and distribution to end-users in the health care field, including but not limited to distributors, dealers, health care organizations, health care providers, clinics, conferences and mail order, except as may be otherwise specified on Exhibit "A". (b) "Exhibit A" shall mean the exhibit at the end of this Agreement. (c) "Product" shall mean the Wand product described on Exhibit "A", modifications and any new products, if they are based on the patent(s) of the existing product, and if and to the extent this Agreement is modified in accordance with Paragraph 17 hereof. (d) "Patent Rights" shall mean all patent(s), whether issued or assigned in the Territory, issued or assigned to Spintech, with respect to the Product, all corresponding Letters Patent as patents issue, and the patent applications, all as listed on Exhibit "A", and the resulting patents claiming priority from or based on such Letters Patent, and all divisions, reissues, and extensions thereof now owned by Spintech or under which Spintech now has the right to grant licenses, except that any Patent Rights that also relate to new products may be included among the patent rights granted to another distributor to support its distribution rights for such new products, unless this Agreement is amended in accordance with Paragraph 17 hereof, to include such new products as part of the Product being distributed by Princeton. (e) "Territory" shall mean (i) North American continent, plus (ii) the rest of the entire world, other than those countries where Spintech has heretofore granted distribution rights to other distributors ("excluded countries") provided the rest of the world (other than excluded countries) shall be included in the Territory only if the minimum amounts of the Product to be purchased as described on Exhibit "A" are increased by an amendment to this Agreement to appropriately reflect the world-wide market for the Product, in which case Princeton may fulfill such increased minimum amounts by purchasing the Product for sales anywhere within the enlarged Territory. If a major customer of Princeton seeks sales rights within an excluded

country, Spintech will use commercially reasonable efforts to include such country within the Territory, but such efforts shall not require Spintech to violate existing agreements or law. 2. Granting of Distribution Rights. (a) Upon the terms and conditions set forth herein, Spintech hereby grants to Princeton the exclusive right under the Patent Rights: (i) to purchase, market and sell the Product through Authorized Channels in the Territory; (ii) to grant one or more subdistributorships of the Product through one or more Authorized Channels within the Territory, or any part thereof, as determined in Princeton's discretion. (b) All subdistributorships shall include the restrictions on Princeton, and the obligations of Princeton, contained in this Agreement and shall be subject to Spintech's rights hereunder. Princeton shall promptly notify Spintech in writing of any subdistributorship it signs or otherwise authorizes and shall furnish Spintech with such information about its subdistributorship, as Spintech may request. Spintech shall have the right to reject any subdistributor or customer based on its credit worthiness and such rejection shall not be capriciously exercised. (c) This grant shall not be construed as a license, by implication or otherwise, under any patent applications or patents owned by Spintech or under which Spintech has or acquires the right to grant Licenses. (d) This grant shall not be construed to create an agency or employment relationship between Spintech and Princeton or any of its sublicensees, each of whom is and shall remain an independent contractor. 3. Payments. (a) In consideration for the rights herein granted and the exclusive right to purchase, market and sell the Product, Princeton shall pay Spintech the sums specified on Exhibit "A" with respect to each Product purchased by Princeton from Spintech. The sums shall be paid within thirty (30) days of the receipt by Princeton of Spintech's invoice for the Product purchased by Princeton from Spintech. (b) In consideration of the performance of Princeton's obligations pursuant to Paragraph 4(a) below, Spintech shall reimburse Princeton for all costs that Princeton reasonably incurs in performing such obligations, provided that any costs in excess of $500 shall first be approved by Spintech in writing. (c) In consideration of the performance of Princeton's obligations pursuant to Paragraph 4(c) below, Spintech shall pay Princeton a product development, management and marketing fee in the amount of $3,000 per month, payable on the last day of each month of the term of this Agreement. (d) If any government with jurisdiction over any part of the Territory imposes any taxes on any part of the payments required to be paid by Princeton to Spintech hereunder and requires Princeton to withhold such taxes from such payment, Princeton may deduct such taxes from such payments. Tax receipts indicating payments or withholding of such taxes on behalf of Spintech shall be promptly submitted to Spintech. Princeton shall cooperate with Spintech in determining the propriety of imposition of any such tax. This provision shall not apply to any franchise tax based on or measured by Princeton's net income; such taxes are Princeton's responsibility and payments to Spintech shall not in any event be reduced by such taxes. (e) If any government with jurisdiction over any part of the Territory imposes any exchange restriction on the payments required under this Agreement, an account in the name of Spintech shall be established in a financial institution of Spintech's choice in the Territory and all moneys due Spintech shall be paid into such -2-

account or at Spintech's election, payment shall be made to any account designated by Spintech that complies with such restriction. 4. Princeton's Marketing and Other Obligations. (a) In addition to its obligations set forth in Paragraph 3 above, Princeton shall use its best efforts to exploit the right hereby created and to maximize sales of the Product. Such efforts shall include, but are not limited to, reviewing the Products from a technological point of view and ensuring that all aspects of mechanical, chemical, electrical, industrial and other engineering disciplines have been applied for this purpose; reviewing and evaluating all sources of raw materials, assemblies and systems needed for the production of the Product; identifying and selecting potential manufacturers to produce the Product in commercial quantities and on acceptable terms and conditions; ascertaining the interest of distributors, dealers, health care institutions and facilities and end-users, both professional and paraprofessional, in the Product; and developing and implementing advertising, marketing and sales strategies and generally promoting the sale of the Products. (b) Reviewing and evaluating clinical studies of the Product and arranging for clinical lectures about the Product. (c) Performing field services as, when and where required to support the Product and the various entities within the Authorized Channels; considering, evaluating and recommending design changes to improve Product acceptance; furnishing services to customers, including warranty replacements or repairs; representing Spintech in dealings with contractors engaged by Spintech to produce, assemble, package and ship the Product; assisting Spintech in the further development, evaluation and marketing of the Product and recommending, based upon focus groups organized by Princeton, changes in the size, configuration, color, packaging and other characteristics of the Product to cater to the requirements of customers and potential customers; and generally being responsible for Product management. (d) Spintech shall provide Princeton, at Spintech's cost, with a mutually agreed upon quantity of the Product, to use as customer samples and to perform Princeton's obligations, as set forth in subparagraph (a) above. 5. Confidential Information. Each party agrees that all confidential information and documentation made available or disclosed to it by the other party as a result of or related to this Agreement, and all negotiations therefor if they are conspicuously marked or transmitted with directions that identify them as "confidential" or "secret", shall be received and treated by the receiving party on a confidential and restricted basis. Such information and documentation shall not be disclosed to others unless and until they enter the public domain or are required to be disclosed to a government agency. In the later case, the receiving party, shall use its best efforts to have such agency protect such information and documentation from public disclosure or access. 6. Marking; Use of Trade Name and Marks. (a) Princeton shall affix to the Product and to the packages containing the Product or to insertion slips placed inside each package with a Product a legible notice stating, in effect, that the Product is patent protected, in a form to be mutually agreed by the parties. (b) If the laws of any jurisdiction within the Territory specify any additional or other patent marking notices, Princeton shall cause the Product or the related packaging to be so marked. (c) This Agreement authorizes and approves the use by Princeton of Spintech's trade name or trademark in connection with the manufacturing, advertising, marketing or sale of the Product. Such authorization and -3-

approval, however, is subject to Princeton submitting all written materials containing such names and marks to Spintech for its consent as to form, which shall not be unreasonably withheld. (d) If Princeton wishes to market the Product under a trade name or trademark of which it is the author and consents to the use of such name or mark for such purpose, Princeton shall assign and set over to Spintech all of its right, title and interest in and to such name and mark. 7. Duration and Termination or Cancellation. (a) Unless otherwise terminated or canceled as hereinafter set forth, this Agreement and the rights under Patent Rights shall continue in force for a period of seven (7) years from the date of this Agreement. (b) This Agreement and the rights granted herein may be extended on the terms and conditions to be mutually agreed upon prior to the expiration of this initial term. If no such agreement is reached, this Agreement and the rights granted herein shall automatically terminate at the end of the initial term or the extended term then in effect, as applicable. (c) If at any time Princeton defaults in fulfilling any obligations hereof and if such default is not cured within ten (10) days after written notice thereof is given by Spintech to Princeton in the case of a monetary default, or within thirty (30) days after written notice thereof is given by Spintech to Princeton in any other cases, this Agreement and the rights herein granted shall be canceled as of the end of the applicable notice period, without any further notice or other action required to be taken by Spintech. Princeton shall have the right to cure any such default up to, but not after, the end of the applicable notice period. (d) Spintech shall also have the right to cancel this Agreement by giving written notice of cancellation to Princeton if any one of the following events occurs, such cancellation being effective upon Princeton's receipt of such notice or five (5) days after such notice is mailed, whichever is earlier. (i) liquidation of Princeton or an assignment by Princeton for the benefit of its creditors; (ii) insolvency or bankruptcy of Princeton, whether voluntary or involuntary; (iii) inability of Princeton (or to demonstrate, if requested by Spintech, its ability) to meet its obligations hereunder; (iv) failure of Princeton to satisfy any judgment against it; or (v) appointment of a trustee or receiver for Princeton; or (vi) failure of Princeton to purchase and pay for the minimum amount of Product set forth on Exhibit "A". (e) The waiver of any default under this Agreement by Spintech shall not waive the right to cancel this Agreement for any subsequent or similar default and the exercise of the right of cancellation shall not impose any liability by reason of cancellation or have the effect of waiving any damages to which Spintech might otherwise be entitled. (f) The termination or cancellation of this Agreement shall not interfere with, affect or prevent the collection by Spintech of any and all sums of money due to it under this Agreement. Upon termination or cancellation of this Agreement for any reason, the payments required by Paragraph 3 to be made by Princeton, even if they are not yet due, shall become immediately due and payable. 8. Notices. -4-

All notices, requests, demands and other communications under this Agreement or in connection therewith shall be given to or be made upon the respective parties hereto at the addresses first written above. 9. Representations and Covenants of Princeton. (a) Princeton represents and warrants to Spintech that it has the skills and experience, capital and personnel to exploit the Product and to perform its obligations under this Agreement. (b) Princeton shall not sell the Product to anyone who it knows or has reason to believe will resell or assign or lease the Product outside Authorized Channels. Princeton shall report to Spintech any party (other than a sublicensee or distributor or dealer authorized by Princeton) or a sublicensee who Princeton learns or has reason to believe is selling or leasing the Product in the Territory, notwithstanding the exclusivity of the rights granted under this Agreement, provided, however, the receipt of such report shall not imply any obligation on Spintech's part to enforce or pursue any rights or remedies against such party. 10. Representations and Covenants of Spintech. (a) Spintech represents and warrants to Princeton that it has the skills and experience, capital and personnel, to manufacture the minimum amounts of the Product set forth on Exhibit "A" for the referenced time periods and that it will make available for delivery to Princeton of any reasonable quantities of the Product that Princeton orders from Spintech within thirty (30) days of receipt by Spintech of a written order for such quantities of the Product. (b) Spintech shall not grant to any party, other than Princeton, the right to purchase, market and/or sell the Product in the Territory. (c) Spintech is the owner of all right, title and interest in and to the Patent Rights in North America. (d) Spintech has not made and will not make any agreement, commitment, grant or assignment, which could or might interfere with or impair the complete enjoyment of all the rights granted and the duties to be rendered by Spintech to Princeton, including, without limitation, having entered into any agreement, which would preclude or conflict the duties to be rendered by Spintech hereunder. (e) Spintech shall secure the manufacture of the Product and shall not assign to any party the right to manufacture the Product without the prior written consent of Princeton, which shall not be unreasonably withheld, delayed or conditioned. 11. Limited Warranties and Liabilities; Indemnity. (a) Spintech represents and warrants to Princeton and only to Princeton that, to the best of its knowledge and belief, the Product and parts or subassemblies thereof may be used or sold free of the patent rights or proprietary rights of others, Spintech shall be liable for all loss, damage or expense arising from any claim of infringement of any patent or other proprietary rights based upon Princeton's use or sale of the Product or its exercise of any rights granted under this Agreement. (b) Spintech is a manufacturer with respect to the Product. Spintech represents and warrants that the Product: (i) conforms or will conform to the specifications and descriptions of the Product in any plans or drawings furnished by Spintech to Princeton; (ii) will be free from defects in design, material or workmanship; and -5-

(iii) will be merchantable and fit for a particular purpose; and Spintech will, at its option, replace or repair any Product which does not conform to the forgoing warranties, if written notice of such nonconformity is given to Spintech within ninety (90) days after the sale of such Product to Princeton. (c) Spintech shall defend Princeton against, and hold Princeton harmless from, any claim by any customer, purchaser or user of the Product: (i) for personal injuries (including death) and/or property damage or loss based upon an allegation that any Product did not conform to the description furnished with the product, was defective or was not merchantable or fit for a particular purpose; or (ii) any and all claims arising by reason of or in connection with Spintech's breach of or failure to comply with the terms, representations, covenants or warranties of the Agreement; (iii) any and all attorneys' fees, disbursements and court costs incurred or paid by Princeton in connection with or arising from Spintech's breach of the terms, representations, covenants and warranties of the Agreement, provided, however, that Princeton's rights and remedies hereunder are and shall be limited to the proceeds from the insurance to be provided by Spintech pursuant to Paragraph 12 hereof, and provided further that Spintech shall not, in any event, be liable to Princeton for any indirect, incidental, special, punitive or consequential damages or losses whatsoever, including, but not limited to, claims for lost opportunities, customers, revenues or profits, whether or not losses might result from Product failure. 12. Insurance. Spintech shall obtain and maintain at its sole cost and expense throughout the initial term and for a period of not less than two (2) years following the termination thereof, standard comprehensive, general and products liability insurance, the form of which must be reasonably acceptable to Princeton, from a qualified insurance company licensed to do business in the Territory, the policy for such insurance shall include Princeton as an additional named insured, and shall provide protection against any and all claims, demand and causes of action arising out of any defect or performance failure, alleged or otherwise, in any of the Product or any material used in connection therewith or any use thereof. The amount of coverage shall be a minimum of Two Million Dollars ($2,000,000) combined single limit for each single occurrence for bodily injury and Five Hundred Thousand ($500,000) for property damage. Said policy, which may be a blanket policy covering other insured items, shall provide for thirty (30) days notice to Princeton from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of said policy. Spintech shall furnish to Princeton a certified copy of said policy or a certificate of insurance (showing Princeton as an additional named insured and providing for thirty (30) days notice to Spintech and Princeton in the event of any modification, cancellation or termination) providing such coverage with thirty (30) days after the date of this Agreement. 13. Arbitration. Unless otherwise settled by the parties within sixty (60) days after notice or within a period mutually agreed to by the parties in writing, any dispute, controversy or difference which may arise between the parties out of or in connection with this Agreement or for the breach thereof, shall be submitted for, and shall be resolved by, arbitration in New York, New York. Such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association, by which each party hereto is bound. -6-

14. Government Approvals. (a) Spintech shall be responsible for obtaining the approval or validation by the United States Food and Drug Administration, if required, of the right to manufacture and sell the Product. (b) Princeton shall be responsible for obtaining all other approvals, including the approval or validation of this Agreement by other cognizant government authorities within the Territory if, as and when required by the relevant laws of any jurisdiction within the Territory or any subdivision of the Territory. Spintech shall assist and cooperate with Princeton in Princeton's efforts to obtain such approval or validation. 15. Effective Date. This Agreement shall come into force and effect on the date of this Agreement. If the validity of this Agreement in any jurisdiction within the Territory depends on the approval of any cognizant government authority of such jurisdiction, this Agreement shall not become effective in such jurisdiction unless and until such approval(s) is given in accordance with the laws requiring such approval. 16. Modification. This Agreement embodies all of the understanding and obligations between the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding upon the parties unless: (a) it is made in writing, signed on behalf of each of the parties by their respective proper officers thereunto duly authorized, and (b) if applicable, it is approved by the cognizant government authorities of each jurisdiction within the Territory. 17. Amendment for New Products. If Spintech develops a new product, based on the patents of the existing Product, and the new product is not merely a modification or enhancement of the existing Product, Spintech shall offer to Princeton a right of first refusal to include such new product in the Product by inviting Princeton to amend the terms and conditions of this Agreement so that they are at least as favorable to Spintech as the terms and conditions that may be offered by any other credible party seeking exclusive distribution rights for such new product, as follows: (a) Spintech shall submit the proposal from such other would-be distributor to Princeton in writing, and Princeton shall have the right to match or exceed such proposal by making a written offer to Spintech within thirty (30) days after Princeton's receipt of such proposal; (b) If Princeton matches or exceeds such proposal by making a written offer to Spintech within such 30-day period, this Agreement shall be deemed amended to incorporate the terms and provisions of Princeton's offer. (c) If Princeton fails to make a written offer to Spintech within such 30-day period or submits an offer within such 30-day period that Spintech reasonably believes is less favorable to it than the proposal submitted by such other would-be distributor, Spintech shall notify Princeton in writing, and thereupon Spintech shall be entitled to enter into and perform an exclusive distribution agreement with such other distributor covering the new product and reflecting the terms and conditions of the would-be distributor's proposal or terms and conditions that are more favorable to Spintech than those set forth in such proposal. In such event, Princeton shall have no rights hereunder with respect to the marketing and/or distribution of the new product. -7-

18. Compliance with Laws. (a) Any payment which requires government approval or permission under a foreign exchange control law or other law, if any, shall be made by Princeton in accordance with such law. (b) If applicable, Princeton shall comply with all provisions of the Export Administration Regulations of the United States Department of Commerce, as they currently exist and as they may be amended from time to time. 19. Construction and Assignment. (a) This Agreement shall be binding upon and inure to the benefit of Spintech, its legal representatives, successors and assigns. (b) This Agreement shall be binding upon and inure to the benefit of Princeton, but subject to Paragraphs 2(a)(ii) and 2(b) hereof, this Agreement shall not be transferable or assignable without the prior written consent of Spintech. (c) This Agreement shall be deemed to be a contract made under the laws of the State of New York, United States of America, and for all purposes shall be interpreted in its entirety in accordance with the laws of New York. If this Agreement is translated into any language other than the English language for any purpose, the English version shall be the governing version. (d) Nothing contained in this Agreement shall be construed as conferring upon Princeton or its customers, directly or by implication, estoppel or otherwise, any license under any trade secrets of Spintech, and no such license or other rights shall arise from this Agreement or from any acts, statements or dealings resulting in or related to the execution of this Agreement. IN WITNESS WHEREOF, the representatives hereunto duly authorized on behalf of Spintech and Princeton have executed this Agreement the date first above written.
Attest: __________________ SPINTECH, INC. By: /S/ Leonard Osser ----------------------------Leonard Osser, CEO

Attest:

PRINCETON PMC, INC.

__________________

By: /S/ Gregory Volok ----------------------------Greg Volok, President

-8-

EXHIBIT "A" 1. Name and Description of the Product: The "Wand" - a computer-directed local anesthetic injection system, each unit of the Wand consisting of a plunger equipment component (the "Plunger") and a disposable syringe kit and needle component (the "Needle"). 2. United States Patent applied for: Hypodermic anesthetic injection method:

U.S. Patent Number: 4,747,824 Hypodermic anesthetic injection apparatus: U.S. Patent Number 5,180,371 3. Payment per unit of the Product: (a) The cost incurred by Spintech to manufacture and to reimburse product management for each Plunger plus thirty- five percent (35%) thereof, or $70.00 per Plunger, whichever is greater. (b) The cost incurred by Spintech to manufacture and to reimburse product management for each Needle, plus thirty-five percent (35%) thereof, or fifty percent (50%) of the gross profit of Spintech from the sale of each Needle, whichever is less. (c) All sales, use or excise taxes shall be paid directly or indirectly by Princeton; and in calculating gross profits, deductions shall be allowed for normal and customary trade discounts, returns and allowances. 4. Number of Free Product Samples to be furnished to Princeton: 250 Plungers and 50,000 Needles. 5. Minimum number of units of the Product to be produced and purchased: 25% of the following annual amounts each 3 months (excluding the first 3 months), starting from the date of the product introduction to the market. First 15 months of the term - 5,000 units Next 12 months of the term - 15,000 units Next 12 months of the term - 20,000 units Each 12 months thereafter - 20,000 units plus an additional eight percent (8%) each year (cumulative) of the term. 6. In addition to the payments prescribed by paragraph 3 above, Princeton shall pay to Spintech not later than ninety (90) days after the end of each period described in paragraph 4 above, an amount equal to fifty percent (50%) of Princeton's pre-tax net profits from its sales of the Product in excess of the amount to be negotiated by Spintech and Princeton in good faith not later than December 31, 1996. As used herein, "pre-tax net profits" means net profits calculated in accordance with generally accepted accounting principles consistently applied, before payment or provision for payment of federal, state and local, if any, income taxes and without deduction for any management or similar fee paid or payable by Princeton to Spintech.

EXHIBIT 10.15 TECHNOLOGY LICENSE AGREEMENT between SPINTECH, INC. and BIOTRONIX LABORATORIES, INC. This Agreement (the "Agreement") is entered into as of this 20th day of September, 1996, by and between Spintech, Inc., a Delaware corporation, which has a principal business address of 218 Dew Drop Road, York, Pennsylvania 17402 ("Spintech") and Biotronix Laboratories, Inc., a Delaware corporation which has a principal place of business at 3235 Fairfield Avenue, St. Petersburg, Florida 33712 ("Licensee"). WHEREAS, Spintech owns the right to the MINI-TAPS UNIT (the "Product") as set forth in U.S. Patent No. 5512730 dated April 30, 1996 and certain corresponding foreign patents and related know-how and technology (collectively the "Intellectual Property Rights") and WHEREAS, Spintech desires to grant to Licensee, and Licensee desires to accept a license for the use of the Intellectual Property Rights to manufacture and market the Product in accordance with the terms set forth below. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein, the parties agree as follows: -1-

1. License Grants. (a) Spintech hereby grants to Licensee, and Licensee hereby accepts, a non-transferable, worldwide license to make, use and sell the Product which utilizes the Intellectual Property Rights and which, in the absence of this license, would infringe on Spintech's rights therein. The license shall be exclusive worldwide for the balance of the term. 1.1 Sublicensing. Licensee shall not have the right to sublicense under this Agreement without the prior written consent of Licensor which consent shall not be unreasonably withheld. Licensee agrees that any such sublicense shall be in writing and in terms consistent with the terms of this Agreement, and that Licensee shall remain primarily liable to Spintech for performance by any manufacturing sublicensees of Licensee's obligations under this Agreement. Licensee shall forward to Spintech for its approval, not to be unreasonably withheld, a complete copy of each proposed sublicense prior to its execution. Anything herein to the contrary notwithstanding, L.G. Group Technologies, Inc. ("LG"), or any newly formed corporation in which LG has a controlling interest, is hereby approved by Spintech as a sublicensee or assignee of Licensee's rights hereunder. Licensee agrees to bind any sublicensee to an obligation to maintain the confidentiality of proprietary information of Spintech. 1.2 Corporate affiliates; change in control. The license granted herein may be assigned or sublicensed by Licensee to its corporate parent or any other corporate affiliate now existing or hereafter formed provided Licensee guarantees the obligations of such assignee or sublicensee. Changes in the ownership or control of Licensee shall not constitute an assignment or sublicensing of the Intellectual Property Rights in violation of this Agreement. Merger or acquisition of Licensee shall not constitute an assignment or -2-

sublicensing in violation of this Agreement, provided the surviving company of such merger or the acquirer of Licensee assumes the obligations of this Agreement. Anything herein to the contrary notwithstanding, LG or any newly formed corporation n which LG has a controlling interest is hereby approved by Spintech as a sublicensee or assignee of Licensee's rights hereunder. 2. Research and Development. Spintech is presently engaged in the research and development of a "mini-TAPS" unit utilizing the Intellectual Property Rights. Spintech estimates but does not guarantee that, with appropriate funding, research and development of the unit can be completed within approximately six months. In partial consideration for the granting of this exclusive license, Licensee agrees to pay up to $125,000, as a research and development fund only, to Spintech to enable it to complete research and development of the Product and thereafter to pay royalties as provided below. 2.1 Payment of Costs by Licensee. Within twenty-one (21) days of the date of signing of this Agreement, Licensee shall pay Spintech the initial sum of $50,000. Subsequent payments shall be made by Licensee to Spintech within ten business days of each call by Spintech, provided however that, apart from the initial sum of $50,000, Licensee shall be required to advance an amount of no more than $25,000 within any given thirty (30) day period unless it elects to do so. Spintech shall act in a commercially reasonable manner in an attempt to complete research and development of the Product for less than $125,000. If Spintech is able to complete research and development of the Product for less than $125,000, Licensee shall be required to pay only that lesser amount. 2.2. Payment of Excess Costs by Spintech. In the event that research and development of the Product cannot be completed for $125,000, and Spintech elects to -3-

proceed with further research and development of the Product, Spintech shall bear all costs in excess thereof Subject to Section 3 hereof, Spintech shall furnish Licensee with such reports as to the progress of research and development as Licensee may reasonably request. Spintech shall act in a commercially reasonable manner to complete research and development of the Product as soon as reasonably possible. 3. Termination of Project. In the event that Spintech reasonably believes that the potential value of a fully researched and developed product does not warrant additional expenditures for research and development of the Product beyond $125,000 of which Spintech shall be the sole judge, it shall have the right to terminate the project after a thirty (30) day written notification to Licensee. Licensee shall then have the right to complete development, manufacture, and sell the Product, at its sole cost and risk, or to terminate its rights and obligations under this Agreement. In that event, Licensee shall not be subject to any minimum sales figures provided in Section 4(a) hereof but shall be liable for paying royalties based upon actual Net Sales pursuant to Section 4(a) hereof. 4. Royalties. (a) Licensee will pay Spintech royalties at the rate of 6% on world-wide gross sales, less returns ("Net Sales") of the Product utilizing the Intellectual Property Rights. No obligation to pay royalties shall accrue until the Product is available for a sales and marketing effort to commence. For the first year following commencement of sales, Licensee shall pay royalties calculated on minimum Net Sales of $100,000 or actual Net Sales, whichever is greater. During the following six month period, Licensee shall pay royalties calculated on minimum Net Sales of $200,000 or actual Net Sales, whichever is . For the one year period thereafter, Licensee shall pay royalties based on minimum annual Net Sales of $1,000,000 or actual Net Sales, whichever is greater. The -4-

minimum annual Net Sales figure used to calculate minimum royalty payments shall increase by $250,000 for each succeeding year throughout the duration of this Agreement, until the minimum annual Net Sales figure reaches $4,000,000 and thereafter the minimum annual Net Sales figure used to calculate minimum royalties shall be $4,000,000 for each succeeding year. (b) Licensee shall provide Spintech with Net Sales figures with respect to each product utilizing the Intellectual Property Rights for each calendar quarter within twenty-one (21) days after the end of each quarter and with such other details as Spintech may reasonably request. Within twenty-one (21) days after the end of each quarter, Licensee shall pay to Spintech the amount of royalties for such period based on such figures or based on the minimum Net Sales of the Product pursuant to subparagraph (a), whichever is greater. (c) Promotional units, in an amount not to exceed ten (10%) percent of the number of units of the Product sold during the first year following commencement of Sales, which means units given away without charge, shall be excluded from Net Sales during such year and shall not earn royalties. 5. Term. The license granted herein shall be for a term commencing as of the date of this Agreement and ending on the expiration of the last patent for which rights are granted hereunder. Notwithstanding the foregoing, the license and this Agreement may be terminated by Spintech (a) if Licensee defaults on advances payable pursuant to Section 2.1 hereof, (b) if Licensee defaults on paying royalties and fails to cure such default within ten (10) days after receipt of written notice of default; or (c) upon thirty (30) days written notice upon the default by Licensee of any other material provision hereunder; provided such default has not been remedied within such thirty (30)` days. At any time -5-

during the term of this Agreement, upon ninety (90) days written notice, in its absolute discretion, Licensee may terminate this Agreement by giving notice thereof and, upon payment of all royalties owed and submission of all required sales reports through the date of termination, be relieved and discharged of all further obligations and liability hereunder. 5.1 Automatic Termination. If the $50,000 payment, required by Section 2.1 of this Agreement, is not paid by Licensee to Spintech by 5:00 p.m. (EST) on October 11, 1996, this Agreement shall terminate and shall be of no force and effect without notice or any other claim by Spintech. 6. Spintech's Representations and Warranties. Spintech represents and warrants to Licensee that as of the effective date hereof: (a) Spintech is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Spintech owns the Intellectual Property Rights hereunder. (c) The execution and delivery of this Agreement have been duly authorized, and as of the effective date hereof this Agreement will be a legal, valid and binding obligation of Spintech enforceable against it in accordance with its terms, and does not violate any provisions of any agreement to which Spintech is a party or to which it is subject. (d) Spintech shall maintain the licensed patents during the term of this Agreement, by timely paying all fees and costs required by 35 U.S.C. ss.41 (b) and similar regulations. (e) Spintech has no knowledge of the existence of any patent right other than the Intellectual Property Rights which would prevent Licensee from making, selling or distributing the Product. -6-

(f) Spintech will make available to Licensee any scientific documentation or data concerning the Intellectual Property Rights and the Product that Spintech in its discretion believes may assist Licensee in making, selling or distributing the Product. 7. Spintech's Disclaimer. Spintech disclaims any representation regarding 510K approval or obligation to obtain such approval, and Licensee assumes the responsibility for obtaining and maintaining such approval. 8. Licensee's Representations and Warranties. Licensee represents and warrants to Spintech that as of the effective date hereof: (a) Licensee is a corporation duly organized, existing and in good standing under the laws of Delaware. (b) The execution and delivery of this Agreement have been duly authorized and as of the effective date hereof, will be a legal, valid and binding obligation of Licensee enforceable against it in accordance with its terms, and does not violate any provisions of any agreement to which Licensee is a party or to which it is subject. 9. Confidentiality Obligation. Spintech and Licensee acknowledge that the proprietary information of both parties which shall be disclosed under this Agreement is a valuable property right to each disclosing party and shall only be disclosed with the understanding that the proprietary information is confidential and shall not, under any circumstance, except as stated in this Agreement, be disclosed to any third parties without the prior written consent of the party to be affected by such disclosure. Both parties agree to keep secret and confidential all proprietary information which is supplied to each other and which is designated as confidential, and both parties agree not to use such proprietary information except as contemplated by and appropriate under this Agreement. The obligation of confidentiality imposed by this Section shall survive for five (5) years after -7-

the expiration or termination of this Agreement. Information which Is designated as confidential proprietary information shall not be deemed confidential, if such information was: (a) publicly known prior to or are disclosure hereunder other than through acts or omissions attributable to a party, or (b) already known to a party at the time of disclosure hereunder, or (c) disclosed in good faith to a party by a third party having a lawful right to do so. 9.1 Licensee's Subcontractors. Licensee is permitted under this Agreement to engage in the services of subcontractors to assist Licensee to manufacture the Product to be sold under this Agreement. Licensee hereby agrees that, in all instances of such engagement of subcontractors, Licensee shall bind such subcontractors to an obligation of confidentiality, designed to protect the confidentiality of Spintech's proprietary information, which utilizes standards of confidentiality which are at least equivalent to those applicable to the parties hereunder. GENERAL PROVISIONS 10. Entire Agreement of Parties. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes any and all prior and/or contemporaneous agreements, representations, and understandings of the parties whether written or oral relating to the subject matter hereof. 11. Amendments. The parties of this Agreement understand and agree that this Agreement may not be altered, amended, modified or otherwise changed in any respect or particular whatsoever except by a writing duly executed by the parties and/or their duly authorized representatives. 12. Severability. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity -8-

of the remaining provisions shall not be affected thereby. In any event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent jurisdiction of any country in which this Agreement applies, Spintech, by written notice to Licensee, may revise the provision in question or may delete it entirely so as to comply with the decision of said court. 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall be deemed to be and constitute one and the same instrument. 14. Force Majeure. Neither party shall be responsible for failure or delay in the performance of any of its obligations hereunder due to force majeure, which shall mean any circumstances which, due to an event beyond the party's reasonable control, delay or prevent the performance when due of the obligations of any party hereunder, such as but not limited to, acts of God, acts, regulations or laws of any government, wars, civil commotions, destruction of production facilities or materials by fires, earthquakes or storms, labor disturbances, shortages of public utilities, common carriers or raw materials, or any other causes of similar effect. During any such occurrence of force majeure, this Agreement shall not be terminated or expire, but shall only be suspended and the party claiming force majeure shall continue to perform its obligations as soon as such cause of force majeure is removed or alleviated. 15. Notices. Any notice that may or shall be delivered to either party hereunder shall be considered delivered and effective (a) when personally delivered, (b) when received by facsimile, or (c) when received by courier or postal service delivery at the following addresses: If to Spintech: Spintech, Inc. -9-

218 Dew Drop Road York, Pennsylvania 17402 Attn.: Leonard Osser, President If to Licensee: Biotronix Laboratories, Inc. Fairfield Avenue Petersburg, Florida 33712 S. Jack Descent, CEO

16. Attorney's Fees. In the event any action, suit, arbitration or other proceeding is brought, in law or equity, to enforce or interpret any of the provisions of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief to which it is entitled, reasonable attorneys' fees and other costs. 17. Binding on Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained in this Agreement shall be binding on, and inure to the benefit of, the successors, executors heirs, representatives, administrators, and assigns of the parties hereto; provided that any assignment shall be made only with the consent of the non-assigning party, which consent shall not be unreasonably withheld. 18. No Waiver. No failure to exercise, and no delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof No waiver of any breach of any provisions shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision. No extension of time or performance of any obligations or other act hereunder shall be deemed to be an extension of time for performance of any other obligation or any other act hereunder. 19. Independent Contractors. The relationship between Spintech and Licensee established by this Agreement is that of independent entities, and nothing in this Agreement shall be construed: (a) to give either party the right or power to direct or control the daily activities of the other party; (b) to constitute the parties as principal and -10-

agent, principal and distributor, employer and employee, partners, joint ventures, co-owners or otherwise as participants in a joint undertaking; or (c) to allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever except as may be specifically permitted hereunder; or (d) to allow either party to represent to any person or entity that such party has any right or power to enter into any binding obligation on the other party's behalf except as may be specifically permitted hereunder. 20. Governing Law. This Agreement shall be governed by and intended in accordance with the laws of the State of New York. 21. Litigation. Licensee shall notify Spintech of any suspected infringement of Spintech's patents. The primary right to institute a suit for infringement rests with Spintech. Should Spintech fail to institute an infringement action in the case of a bona fide infringement, as determined in good faith by and within the sole discretion of Spintech, within thirty (30) days after notice by Licensee of the confirmed infringement or if Spintech gives notice to Licensee that Spintech will not institute an infringement action in the relevant instance, then Licensee shall have the right to bring an action for infringement at its cost and risk. Both parties agree to cooperate with the other party in all reasonable respects, to have any of Spintech's or Licensee's employees testify when requested by the other party, and to make available any records, papers, information, specimens and the like reasonably necessary to prosecution of the infringement action. Any recovery received pursuant to such infringement action shall be retained by the party or parties bringing the infringement action, with allowances to the cooperating party for expenses incurred in supporting the infringement action. -11-

During the term of this Agreement, Licensee shall bring to Spintech's attention any prior art or other information known to Licensee which is relevant to the patentability or validity of any of the relevant patents and which might cause a court to deem any of the patents wholly or partly inoperative or invalid. Licensee shall particularly specify such prior art or other information to Spintech at the time it learns thereof and not less than ninety (90) days prior to bringing any action against Spintech asserting the invalidity of any of the patents. IN WITNESS WHEREOF, this Agreement is executed by the duly authorized officers effective as of the day and year first written above. SPINTECH, INC.
By: /s/ Leonard Osser --------------------------------Leonard Osser CEO and President

BIOTRONIX LABORATORIES, INC.
By: /s/ S. Jack Descent --------------------------------S. Jack Descent Chairman and CEO

-12-

EXHIBIT 21.1 SUBSIDIARIES OF MILESTONE SCIENTIFIC INC. Princeton PMC, Inc. Incorporated under the laws of the State of Delaware Doing business under the name Princeton PMC, Inc. Sagacity I, Inc. Incorporated under the laws of the State of Delaware Doing business under the name The Wisdom Toothbrush Co. Spintech, Inc. Incorporated under the laws of the State of Delaware Doing business under the name Spintech, Inc.

ARTICLE 5 This schedule contains summary financial information extracted from the Company's consolidated financial statements for the fiscal year ended December 31, 1996.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 JAN 01 1996 DEC 31 1996 779,359 0 323,746 0 508,727 1,632,620 281,378 0 4,656,946 699,364 0 0 0 4,633 3,952,949 4,656,946 0 302,388 195,659 195,659 2,393,337 0 73,203 (1,949,528) 0 0 0 0 0 (1,949,528) ($.43) 0