EXHIBIT 10.55 DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT is entered into as of March 22, 2002 by and between JAMCO Medical Inc, having its principal offices at 1717 N.BAYSHORE Drive Suite 3854 MIAMI FLORIDA 33132 U.S.A. (hereinafter, referred to either...

EXHIBIT 10.55

                            DISTRIBUTORSHIP AGREEMENT


THIS AGREEMENT is entered into as of March 22, 2002 by and between JAMCO Medical
Inc, having its principal offices at 0000 X.XXXXXXXX Xxxxx Xxxxx 0000 XXXXX
XXXXXXX 00000 U.S.A. (hereinafter, referred to either as ""JAMCO"" or
DISTRIBUTOR) and Imaging Diagnostic Systems, Inc., a Manufacturing company whose
principal offices are located at 0000 XX 00xx Xxxxx, Xxxxxxxxxx, XX 00000
represented by its Chief Executive Officer, Xx. Xxxxx X. Xxxxxx with a Telephone
number (000) 000-0000 and fax number (000)000-0000 (hereinafter, referred to
either as "IDSI" or MANUFACTURER).


WITNESSETH

WHEREAS, DISTRIBUTOR desires to market CT Laser Mammography (CTLM(R)),
manufactured by IDSI:

IN CONSIDERATION of the mutual covenants hereinafter set forth, the parties
hereto hereby agree as follows:

1.        APPOINTMENT OF DISTRIBUTOR

IDSI desires to utilize the services of DISTRIBUTOR as its exclusive marketing
and distributor resource for the entire Latin American market (the exclusive
territory) as set forth and defined in exhibit A hereto.

1.01      "IDSI" hereby appoints JAMCO Medical Inc. (DISTRIBUTOR) as its
          exclusive distributor for its CT Mammography (CTLM(R)), system solely
          within the Territory hereinafter specified. Said CT Laser Mammography
          (CTLM(R)) and the components and contents thereof, are collectively
          referred to as "PRODUCTS".
2.       TERRITORY AND MINIMUM SALES REQUIREMENTS

2.01     The geographical area (hereinafter referred to as the "TERRITORY") to
         which this AGREEMENT pertains is set forth in the attached Appendix A.
         "IDSI" hereby grants DISTRIBUTOR exclusive distribution rights in the
         TERRITORY, except that "IDSI" retains the right to make direct sales to
         end-users of the PRODUCTS outside the TERRITORY and to sell the
         PRODUCTS to customers outside the TERRITORY for installation and use
         within the TERRITORY. If "IDSI" completes any such direct sale or sale
         outside the TERRITORY for installation within the TERRITORY while this
         AGREEMENT is in effect, "IDSI" shall pay to DISTRIBUTOR a commission as
         set forth in paragraph 4 of the attached Appendix "A".

3.        TERM OF AGREEMENT

3.01      This AGREEMENT becomes effective as of the day and year when it has
          been duly executed by "IDSI" and DISTRIBUTOR, (the "effective date").

3.02      This AGREEMENT shall continue in full force and effect for a term of
          two (2) years, commencing with the aforesaid effective date, and
          thereafter shall be automatically renewable every two years thereafter
          so long as Distributor achieves the mutually agreed upon initial
          annual sales goal referred to as "SALES GOAL" as set by agreement
          between IDSI and DISTRIBUTOR, 30 days prior to the end of each
          anniversary of this Agreement and DISTRIBUTOR otherwise being in
          compliance with the terms and conditions of this Agreement.





4.        DUTIES OF DISTRIBUTOR

          In addition to all other duties herein set forth, DISTRIBUTOR shall
          have the following material obligations under this AGREEMENT:


1.            Phases -due to enormity of exclusive territory it is anticipated
              that although sales may occur time to time throughout the
              exclusive territory, the efforts of JAMCO will be focused on key
              markets to be developed in phases as JAMCO shall determine is
              appropriate, with the initial phase being focused on the capitals
              of Argentina and Brazil.

a)                Initial Phase- DISTRIBUTOR will have 3 months from the
                  effective date of this Agreement to, establish the financing
                  in accordance with the standard established practices in the
                  territories, along with the acceptance from the MANUFACTURER
                  of such terms, register the product if needed in the territory
                  in accordance with the laws of the territories, and with the
                  full assistance of the MANUFACTURER, time which thereafter
                  JAMCO shall close on a first order.

b)                JAMCO will introduce the manufacturer's system in the key
                  market(s), assist in obtaining needed government approvals,
                  and generate dealer and end user interest and awareness.
                  During the first 3 months of the initial phase, manufacturer
                  shall pay JAMCO the non-accountable sum of $10,000 (Ten
                  thousand) U.S per month starting with the effective date of
                  this Agreement to fuel the initial efforts hereunder.

c)                Sub-Distributors / Dealers - JAMCO shall enter into Agreements
                  with both existing and where appropriate new sub-distributors
                  and in turn their dealers or alternatively establish some or
                  all of same as affiliates and / or subsidiaries of JAMCO, who
                  depending on their background, experience and existing
                  relations may presently represent distributors and / or be
                  dealers of other lines of medical systems and equipment.

d)                Manufacturer at its expense during the term of this Agreement
                  shall provide JAMCO with a Physician Review Station containing
                  reference images.

e)       Manufacturer's shall at its expense and with the assistance of JAMCO
         ---------------

          i.   Provide or furnish the following literature in the language of
               the territory into both Spanish and Portuguese bearing the
               imprint of JAMCO as well as Manufacturer.
          ii.  Clinical specialists and physicians fluent in the language of the
               territory to demonstrate and / or give seminars on the system and
               its technology, including the authoring of papers for publication
               in the medical journal of the exclusive territory.
          iii. Will obtain space, exhibit and be present at key trade shows and
               congresses that are critical to market opening and establishment
               of IDSI's name and company in Latin America, in the exclusive
               territory.
          iv.  Coordinate JAMCO participation in RSNA, ACR and major U.S.
               congresses and exhibits that attract qualified parties from the
               exclusive territory.
          v.   IDSI will train the Technicians and Physicians at IDSI's premises
               or IDSI will train at facility.


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          vi.  Keep JAMCO advised of all corporate developments financially,
               corporately, technologically etc....after IDSI has released the
               information to the public.

          vii. Coordinate its marketing promotional and developmental plans,
               with JAMCO.

          viii. Indemnify and hold JAMCO and its distributors and dealers
               harmless, as to any liability, fine or penalty, including
               attorney's fees arising by reason of: MANUFACTURER'S failure or
               inability to perform hereunder, including not delivering Products
               as sold in a timely manner; Product Liability and/or Medical
               Liability relating to the demonstration, sale and training
               regarding MANUFACTURE'S products an any available consequential
               damages flowing from any of the foregoing Limited to the cost of
               the CTLM(R).

          f)   JAMCO during the Term of this Agreement shall list what JAMCO's
               obligated to: -

          i.   Provide consulting services in the area of Marketing,
               translation, sales, market entry, market pricing etc....

          ii.  Locate coordinate and establish facilities for financing the
               purchase or lease of systems and/or products in the exclusive
               territory. MANUFACTURER at no expense to JAMCO shall provide such
               financing institutions with such buy-back and remarketing
               takeouts as shall be reasonable and customary. JAMCO shall not be
               obligated to guarantee or indemnify Purchasers and/or their
               financing entities with respect to such financing.

          iii. Establish centers of excellence in the territory, which shall
               serve as clinical and demonstration sites for future potential
               clients within the territory.

          iv.  Establish clinical and scientific training programs in
               coordination with manufacturer's program.

          v.   Locate and train local clinical specialists for future on site
               applications within the territory.

          vi.  Locate and have trained at the MANUFACTURER's facility an
               installation engineer fluent in Spanish Portuguese and English.

          vii. Establish a parts supply depot that will facilitate in MRP's
               within the territory.


4.01      Solicitation of Orders

          DISTRIBUTOR shall extend its best efforts in soliciting orders for and
          selling IDSI's CT Laser Mammography (CTLM(R)) for delivery to
          customers within the TERRITORY. During the term of this Agreement,
          including any renewals, plus 2 years thereafter, Distributor shall not
          engage in the manufacture, promotion, and/or sale of any CT Laser
          Mammography (CTLM(R)) or any components or contents thereof which
          would be competitive with PRODUCTS covered in this AGREEMENT, and
          shall not, directly or indirectly, be employed by or become associated
          in any capacity with any person, firm or corporation competing with or
          setting up to compete with "IDSI" in the manufacture or sale of
          similar facilities or components or contents thereof within the
          TERRITORY.


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4.02.     Prompt Payment

          DISTRIBUTOR shall promptly comply with all the terms and conditions of
          sale described hereunder, including without limitation, prompt payment
          of the price of the PRODUCTS and spare parts for the PRODUCTS sold to
          DISTRIBUTOR by "IDSI". Unless otherwise agreed in advance in writing
          by "IDSI", payment for all PRODUCTS shall be made by means and on
          terms and conditions as more fully set forth in Appendix A. If "IDSI"
          grants DISTRIBUTOR open account payment terms for the purchase of any
          PRODUCTS or spare parts, DISTRIBUTOR shall make all payments direct to
          "IDSI" in accordance with the special payment terms granted. If
          DISTRIBUTOR fails to pay "IDSI" within ninety (90) days of the due
          date for open account purchases, then this AGREEMENT may be terminated
          by "IDSI" and any amounts owed "IDSI" hereunder shall become due and
          payable immediately. "IDSI" reserves the right upon the renewal of
          this contract to make reasonable changes, modifications, and/or
          supplements to payment terms and conditions so as to assure that
          DISTRIBUTOR makes prompt payment to "IDSI". In considering any such
          changes, "IDSI" shall take into account past payment history and sales
          volume within the TERRITORY. "IDSI" shall give at least sixty (60)
          days notice of any such changes before the annual renewal date. If
          DISTRIBUTOR does not accept such changes in payment terms and
          conditions, its sole and exclusive remedy shall be to terminate this
          AGREEMENT. All sums then due to "IDSI" shall become immediately due
          and payable. CTLM(R) will not ship until IDSI receives cash deposit of
          40%, irrevocable letter of credit or lease.


4.03      Advertising, Mailing Lists and Installation Lists

         4.03.01
         DISTRIBUTOR shall advertise PRODUCTS to such extent, and in such media,
         as is reasonably necessary to encourage the sale of PRODUCTS in the
         TERRITORY. The cost of such advertising and distribution thereof shall
         be the sole expense of the DISTRIBUTOR unless otherwise agreed in
         advance in writing by "IDSI


         4.03.02
         "IDSI" requires DISTRIBUTOR to submit all advertising to "IDSI" for
         approval prior to DlSTRlBUTOR's use of the advertising and further,
         reserves the right to require DISTRIBUTOR to withdraw or amend any such
         materials, which inaccurately describe or misrepresent the PRODUCTS.

4.04      DISTRIBUTOR shall periodically provide "IDSI" with a listing of all
          installations of the PRODUCTS within the TERRITORY including current
          Software Revision levels to allow "IDSI's" Service and Technical
          Support Staff to assist DISTRIBUTOR with technical problems.

4.05      Training of Sales Force and Service Personnel

          DISTRIBUTOR hereby represents and warrants that it will establish,
          supplement and maintain adequate facilities and personnel in the
          TERRITORY to effectively market and support the PRODUCTS and agrees
          that, during the term of this AGREEMENT, it will continue to maintain
          adequate facilities and personnel necessary to carry out its duties
          under this AGREEMENT. DISTRIBUTOR agrees that it shall fully train its
          sales personnel with respect to all pertinent aspects of the PRODUCTS
          and the obligations and duties of DISTRIBUTOR in accordance with this
          AGREEMENT. JAMCO will bring on board an Application Specialist to be
          trained by IDSI for the Latin American Region. JAMCO at its expense


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          will also provide an Engineer, fluent in Spanish, Portuguese and
          English, to be trained by IDSI as well.

4.06      Sales Reports

          Thirty (30) days prior to the end of each calendar quarter DISTRIBUTOR
          shall provide "IDSI" with a report on the expected sale and
          distribution of PRODUCTS and its business activities in promotion and
          distribution thereof, together with information on the market
          situation in the TERRITORY, including:

          (a) Name of active sales prospects,

          (b) Government regulations affecting PRODUCTS,

          (c) Competitive products and competitor's activities,

          (d) Prices at which PRODUCTS and components are sold to end-users,

          (e) Commonly experienced component failures and service problems,

          (f)  Sales forecasts, including product type and expected purchase
               price, for the next four (4) calendar quarters,

          (g)   All available market data for the TERRITORY with regard to
                volume of similar products purchased within the territory and
                average selling price for same.

4.07      Other Duties of DISTRIBUTOR

          4.07.01
          DISTRIBUTOR shall at all times maintain sales data on the PRODUCTS,
          including price lists, catalogues and technical bulletin files.

          4.07.02
          DISTRIBUTOR shall accept and service all sales inquiries with respect
          to PRODUCTS relating to possible sales within the TERRITORY.

          4.07.03
          DISTRIBUTOR will conduct all of its activities under the AGREEMENT in
          accordance with sound business practices and ethics, in a manner,
          which reflects favorably upon "IDSI", the PRODUCTS, and the goodwill
          associated therewith.

          4.07.04
          DISTRIBUTOR and its employees, officers, directors and stockholders
          shall not engage in any activities or conduct which are alleged to be
          illegal under the laws of the United States and / or the Territory or
          which adversely affect or diminish the reputation, character,
          morality, integrity, honesty, credibility and / or credit of either
          IDSI and / or the Distributor or their employees, officers, directors
          and stockholders; or which have an adverse affect on the reputation,
          quality, reliability and / or fitness for use of any PRODUCT or
          service to be distributed hereunder. A breach of any of the foregoing
          shall entitle IDSI to forthwith terminate this agreement for cause.

          4.07.05
          DISTRIBUTOR shall be responsible to obtain end-user's execution of any
          applicable license agreement(s) prior to shipment of order by "IDSI".

4.08      Alteration of PRODUCTS

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          DISTRIBUTOR shall not alter PRODUCTS in any way without advance
          written consent by "IDSI".

5.        PRICES, TERMS AND CONDITIONS OF SALE

5.01      Shipment Terms

          "IDSI" shall sell PRODUCTS to DISTRIBUTOR "Ex Works" (available to
          DISTRIBUTOR at reconciliation's warehouse in Miami Florida, or any
          other possible port or harbor in the USA). It is understood that
          alternate shipment terms may be agreed by "IDSI" from time to time if
          requested in advance by DISTRIBUTOR for particular orders.

5.02     "IDSI" shall sell PRODUCTS to DISTRIBUTOR at a prenegotiated price.

5.03     "IDSI" may, notwithstanding the above, upon written notice to
         DISTRIBUTOR, change the prices. Such change to be effective thirty (30)
         days after the date of said notice to DISTRIBUTOR. In the event that
         DISTRIBUTOR has bona fide outstanding bids to its customers which would
         be affected by the price increase, "IDSI" will honor the previous price
         to DISTRIBUTOR for those bids for a period not to exceed one hundred
         and twenty (120) days from the date of notice of new prices.

5.04     Additional terms and conditions of the sale shall be as set forth on
         "IDSI" 's standard quotation forms, invoices and similar documents, in
         effect from time to time, with respect to the PRODUCTS hereunder.

5.05      "IDSI" reserves the right to accept or reject any order submitted by
          DISTRIBUTOR. "IDSI" agrees that it will not reject any order that
          complies with the prices, terms, and conditions set forth in this
          AGREEMENT unless such acceptance is prevented by operation of law and
          / or IDSI contractual obligations of which DISTRIBUTOR has notice.

5.06      All sales made by "IDSI" to DISTRIBUTOR shall be subject to the
          provisions of this AGREEMENT, and to the extent not inconsistent
          herewith, the DlSTRlBUTOR's shipping and handling instructions. Any
          provision of any purchase order placed by DISTRIBUTOR which is
          inconsistent herewith or in addition hereto, shall be null and void,
          unless accepted by "IDSI" in writing (other than routine
          acknowledgment). "IDSI" will not be liable for any penalty clause(s)
          from end-users accepted by DISTRIBUTOR unless "IDSI" has agreed to
          such clause(s) in writing in advance.

5.07      Where "IDSI" has given DISTRIBUTOR a delivery date for an order,
          "IDSI" will not be liable for late delivery due to factors beyond its
          reasonable control, which by the exercise of reasonable inquiry it did
          not and could not have known when it accepted the order.

5.08      "IDSI" shall retain title to the PRODUCTS or spare parts shipped
          against each DlSTRlBUTOR purchase order until payment in full for that
          order has been received by "IDSI". Risk of loss for each shipment
          shall pass to DISTRIBUTOR upon shipment from "IDSI" RECONCILIATOR in
          Miami unless otherwise negotiated in advance prior to shipment. "IDSI"
          shall be entitled to retrieve the PRODUCT(S) at its sole discretion if
          and when payment of the related invoice is overdue or upon termination
          of this AGREEMENT. DISTRIBUTOR shall cooperate fully and
          unconditionally by allowing "IDSI" to enter premises and/or facilities
          in this regard.



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6.        CHANGES IN PRODUCTS

6.01      "IDSI" may, at any time prior to acceptance of any order from
          DISTRIBUTOR, either add to, delete, modify or change any of the
          PRODUCTS pursuant to any updating, obsolescence, or other change in
          PRODUCTS occurring within the ordinary course of "IDSI" business with
          or without notice to DISTRIBUTOR.

6.02      "IDSI" agrees to provide training for designated DISTRIBUTOR personnel
          at mutually agreed-upon rates and at DlSTRlBUTOR's expense where this
          becomes necessary due to changes made to PRODUCTS.


7.        OTHER WARRANTIES BY DISTRIBUTOR

7.01      DISTRIBUTOR represents and warrants that there are no outstanding
          obligations or agreements, either written, oral or implied,
          inconsistent with this AGREEMENT.

8.        SALES SUPPORT

8.01      "IDSI" agrees to provide DISTRIBUTOR with adequate quantities of
          advertising materials and other sales and promotional materials
          currently used by "IDSI" in the marketing of the PRODUCTS in the
          International Market. "IDSI" will not be liable for any damages
          resulting from claims by DISTRIBUTOR due to lack of PRODUCT
          information or other relevant information from "IDSI".

i)       MISCELLANEOUS:

          i.   MANUFACTURER acknowledges JAMCO is and from time to time during
               the term of this agreement may be involved in activities
               complimentary and /or unrelated to the subject matter of this
               agreement so long as such activities are not in direct
               competition with the systems of MANUFACTURER within the exclusive
               territory.

          ii.  PRICING: should tie in with compensation. Advertised price shall
               always be higher than disclosed dealer net price.

          iii. Any system for product shipped to or arriving in the exclusive
               territory on any service rendered in the exclusive territory of
               manufacturer's systems, products or services relating thereto,
               including warranty shall without regard to how it arose or
               occurred be deemed a sale by JAMCO for which JAMCO shall be
               entitled to full compensation

          iv.  MANUFACTURER shall provide full warranties, technical assistance,
               training, product liability coverage, accessory and parts support
               and extended warranty coverage as its obligation and
               responsibility to extent JAMCO provides same it shall be fully
               compensated by MANUFACTURER.

          v.   Neither party shall engage in any activity or conduct, which
               shall materially interfere with or undermine the efforts off the
               other.



9.        RELATIONSHIP OF PARTIES


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9.01      INDEPENDENT CONTRACTOR: DISTRIBUTOR is an independent Contractor and
          not the agent of MANUFACTURER; and other than as specifically provided
          in this Agreement or as mutually agreed in writing by the parties
          hereto, neither shall have the right or authority to bind or obligate
          the other.

9.02      Nothing herein contained shall be deemed to create any agency, joint
          venture or partnership relationship between the parties hereto. It is
          understood and agreed that DISTRIBUTOR is not, by this AGREEMENT or
          anything herein contained, constituted or appointed the agent or
          representative of "IDSI" for any purpose whatsoever, nor shall
          anything herein contained be deemed or construed as granting to
          DISTRIBUTOR any right or authority to assume or create any obligation
          or responsibility, expressed or implied, for, in behalf of, or in the
          name of "IDSI", or to bind "IDSI" in any way or manner whatsoever.
          DISTRIBUTOR shall do no act or make any statement inconsistent with
          this paragraph.

10.       ASSIGNMENT OF AGREEMENT

10.01     DISTRIBUTOR shall have no right or power to assign this AGREEMENT, or
          any of DlSTRlBUTOR's rights, or delegate the performance of any of its
          duties, under the AGREEMENT without the prior written authorization of
          "IDSI". Any attempted assignment without the prior written
          authorization of "IDSI" shall, at "IDSI's option, immediately
          terminate and cancel this AGREEMENT and all rights of DISTRIBUTOR
          hereunder. Should "IDSI" elect to terminate this AGREEMENT pursuant to
          this Article, DISTRIBUTOR shall remain obligated to render any
          services due to end-users of "IDSI" PRODUCTS, and all amounts due to
          "IDSI" hereunder shall be immediately due and payable.

10.02     Transfer of a controlling interest in DISTRIBUTOR to a party not in
          control at the time of execution of this AGREEMENT shall be deemed an
          assignment of this AGREEMENT for purposes of the restrictions set
          forth in Article 10.01. Should "IDSI" elect to allow DISTRIBUTOR to
          reassign this AGREEMENT it should be done in writing at a mutually
          agreed upon Agent within 45 to 60 days prior to said transfer of
          assignment.

11.       PATENTS, TRADEMARKS, TRADENAME, OWNERSHIP OF DOCUMENTS

11.01     No rights are granted hereunder to DISTRIBUTOR under any of "IDSI" 's
          patents or trademarks.

11.02     The DISTRIBUTOR will acquire no rights whatsoever in "IDSI"
          trademarks.

11.03     The DISTRIBUTOR will not adopt, use or register "IDSI" 's trademarks
          or any marks which are substantially or confusingly similar to "IDSI"
          's trademarks.

11.04     The DISTRIBUTOR will not apply or use any other trademarks to, or in
          conjunction with, the PRODUCTS.

11.05     The DISTRIBUTOR will not take any other action, which might limit or
          impair "IDSI's rights in the trademarks within the Territory or
          elsewhere.

11.06     DISTRIBUTOR shall take all steps reasonably necessary to protect
          "IDSI" patents and trademarks.


12.       GOVERNMENT REGISTRATION OF PRODUCTS

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12.01     If applicable law in DlSTRlBUTOR's TERRITORY requires registration or
          listing of any PRODUCTS in order to offer them for sale or to install
          them within the TERRITORY, it is agreed that DISTRIBUTOR shall
          cooperate and assist "IDSI" in such registration or listing. The costs
          of such registration or listing shall be borne exclusively by "IDSI".
          In the event applicable law requires such registration or listing to
          be issued to the DISTRIBUTOR, as the local entity responsible for the
          importation and distribution of the PRODUCTS within the TERRITORY,
          then DISTRIBUTOR shall promptly, at DlSTRlBUTOR's expense, transfer
          any such registrations and approvals to "IDSI" or to "IDSI" 's
          designee, upon termination or expiration of this AGREEMENT.

13.       WAIVERS AND AMENDMENTS

13.01     No failure or delay by either party hereto in exercising any right,
          power or privilege hereunder shall operate as a waiver thereof, nor
          shall any single or partial waiver thereof include any other or
          further exercise thereof or the exercise of any right, power or
          privilege.

13.02     Unless otherwise provided herein, this AGREEMENT may not be changed,
          waived, discharged, or terminated orally, but only by a written
          document signed by duly authorized officers of the parties hereto.

14.       ENTIRE AGREEMENT

14.01     The making, execution and delivery of this AGREEMENT by DISTRIBUTOR
          have been induced by no representations, statements, warranties, or
          agreements other than those expressed herein.

14.02     This AGREEMENT is the entire agreement between the parties and
          supersedes and shall be substituted for each and every agreement with
          respect to distribution of "IDSI" products, whether written, oral or
          otherwise in effect between DISTRIBUTOR and either "IDSI" or any
          "IDSI" subsidiary.

15.       APPLICABLE LAWS AND REGULATIONS

15.01     Nothing contained in this AGREEMENT shall be construed to require
          either party to do, and DISTRIBUTOR shall not directly or indirectly
          do, any act or thing that will or could constitute a violation of the
          Export Control laws or other laws and regulations of the United States
          of America.

15.02     DISTRIBUTOR shall, at all times, comply strictly with all applicable
          laws, regulations and governmental orders of the TERRITORY.

15.03     DISTRIBUTOR will obtain, and will maintain in force throughout the
          term of this AGREEMENT, all licenses, approvals and permits required
          under the laws of the TERRITORY for the DlSTRlBUTOR's performance of
          its obligations under the AGREEMENT.

15.04     Unless explicitly permitted by the Export Administration Regulations
          (EAR) of the United States Department of Commerce, or prior written
          authorization is given by the Office of Export Licensing, DISTRIBUTOR
          will not:

          (a)   Export or re-export, or re-sell to any end-user either directly
                or indirectly, either the PRODUCTS or any export thereof, to
                anyone other than the originally-licensed end-user of the
                PRODUCT,

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          (b)   Distribute or otherwise make available either the PRODUCTS, or
                any portion thereof, to or for use by or for any military or
                police or any restricted government or entity.

15.05     DISTRIBUTOR shall comply with all requirements of the EAR, the United
          States Foreign Corrupt Practices Act or any other applicable law or
          administrative regulation of the United States Government, as those
          laws, regulations and rules are changed from time to time.


16.       PRIVATE INFORMATION

16.01     The DISTRIBUTOR shall not disclose or otherwise use, without the prior
          written consent of "IDSI", any information that is disclosed by "IDSI"
          to the DISTRIBUTOR in confidence, whether such information is
          disclosed in writing or orally and regardless of whether it is clearly
          marked as confidential, except that the DISTRIBUTOR may, if required
          by any applicable law, regulation or governmental order in the
          TERRITORY, provide certain information regarding the PRODUCTS to
          competent government authorities in order to secure all required
          product approvals and registrations for the PRODUCTS, so long as IDSI
          has been previously notified by DISTRIBUTOR.

16.02     All designs, renderings, schematics, elevations, site plans,
          architectural plans and specifications, mechanical and electrical
          plans and specifications developed and / or provided or arising under
          this Agreement shall be deemed proprietary to and the sole property of
          IDSI and shall not be reproduced or reused by DISTRIBUTOR, its
          customers or any unrelated third parties for any purpose, other than
          the purpose for which it was originally intended.

16.03     The obligations of this Article 16 shall survive the termination of
          this AGREEMENT, regardless of the reason for termination.

17.       FORCE MAJEURE

17.01     In the event that either party hereto shall be rendered wholly or
          partly unable to carry out its obligations under this AGREEMENT by
          reason of causes beyond its control, including but not limited, to,
          fire, flood, explosion, action of the elements, acts of God,
          accidents, epidemics, strikes, lockouts, or other labor trouble or
          shortage, inability to obtain or shortage of material, equipment or
          transportation, insurrections, riots or other civil commotion, war,
          enemy action, acts, demands or requirements of the governments in any
          state or by other causes which it could not reasonably be expected to
          avoid, then the performance of the obligations of either party or both
          as they are affected by such causes shall be excused during the
          continuance of any inability so caused but such inability shall as far
          as possible be remedied with all dispatch. MANUFACTURER at its expense
          shall obtain political (credit) risk insurance, should MANUFACTURER
          directly finance the sale.. In no event, shall DISTRIBUTOR be excused
          from the duty to pay all amounts due "IDSI" for the purchase of
          PRODUCTS and parts hereunder, even though an event of force majeure
          prevents DISTRIBUTOR from actually making such payment, unless
          otherwise insured.


17.02     In the event that DISTRIBUTOR is prevented from performing substantial
          portions of its obligations under this AGREEMENT for a period of
          ninety (90) days or more by an event of force majeure, then "IDSI"
          reserves the right to terminate this AGREEMENT, upon sixty (60) days
          advance written notice to DISTRIBUTOR.


18.       TERMINATION


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18.01     This AGREEMENT may be terminated by either party upon sixty (60) days
          advance written notice in the event of the occurrence of any of the
          following defaults by the other party, if such default has not been
          cured prior to the end of the thirty (30) day notice period:

          (a)  Such other party's voluntary or involuntary bankruptcy or
               insolvency,

          (b)  Such other party's making an assignment for the benefit of
               creditors,

          (c)  A petition has been filed against such other party under a
               bankruptcy law, any other law for relief of debtors, or other law
               similar in purpose or effect, the effect of which is to cause
               such other party to have its business effectively discontinued,

          (d)  The liquidation of such other party,

          (e)  Failure by such other party to pay its obligations hereunder when
               due,

          (f)  Any violation or suspected violation by such other party of the
               applicable laws, regulations and governmental orders of the
               United States of America or the TERRITORY,

          (g)   Any violation or suspected violation of the trademark(s),
                copyright(s), proprietary data, intellectual property right(s)
                or software license(s) pursuant to the PRODUCTS hereunder,

          (h)  any disclosure or unauthorized use of confidential information
               provided hereunder,

          (i)  Failure by such other party to comply with any material
               obligation hereunder.


19.       DUTIES OF PARTIES UPON TERMINATION

19.01     Upon termination of this AGREEMENT each party shall perform all
          obligations incurred prior to the effective date of such termination,
          except that "IDSI" shall have no obligation to fill pending purchase
          orders if the AGREEMENT is terminated due to an event of default on
          the part of DISTRIBUTOR.

19.02     All amounts due "IDSI" hereunder shall be immediately due and payable.

19.03     "IDSI" shall have the option to repurchase all PRODUCTS, or any
          portion thereof, owned by DISTRIBUTOR at the effective date of
          termination, excluding only those PRODUCTS needed to fill orders
          received by DISTRIBUTOR prior to the date of notice of termination,
          and at prices not to exceed the purchase price paid by DISTRIBUTOR to
          "IDSI" for such products and if not purchased, DISTRIBUTOR shall be
          free to sell same for any price obtainable deducting the negative
          difference from the price it owes MANUFACTURER.

19.04     "IDSI" shall not be liable to the DISTRIBUTOR for damages of any kind
          resulting from, or caused by, said termination including, but not
          limited to, termination damages, damages related to losses through
          commitments on obligations or leases, loss of investment, loss of
          present or prospective profits, inability to meet obligations, or any
          other causes or reasons whatsoever.


                                       11


19.05     All confidential documents and materials that contain or embody any of
          "IDSI" 's confidential information shall be returned by DISTRIBUTOR to
          "IDSI", at DlSTRlBUTOR's expense, immediately upon termination of the
          AGREEMENT.

20.       NOTICES

20.01     Any notice required or permitted to be given by either party to the
          other shall be in writing and shall be deemed to have been effectively
          given only if written and either when delivered to an officer of the
          other party hereto at such party's address set forth above or at such
          other address as shall hereafter be designated in writing by such
          party, or when sent to such address by registered mail, postpaid, or
          when transmitted by telex, telegraph or facsimile to the other party's
          address set forth above. Either party may change its address by giving
          notice to the other party. When a notice is given by any other means
          it shall be effective only upon actual receipt by an officer of the
          party hereto for which it is intended.

21.       GOVERNING LAW

21.01     Except as altered or expanded by this AGREEMENT, the laws of the
          United States and the State of Florida, shall govern in all respects
          the validity, interpretation, construction and enforcement of this
          AGREEMENT. Any dispute arising out of or in connection with this
          AGREEMENT shall be decided by binding arbitration in Miami, Florida,
          in accordance with the rules and under the auspices of the American
          Arbitration Association then in effect. Any arbitration award issued
          thereunder shall be final and binding upon the parties, and may be
          enforced in any court of competent jurisdiction. The American
          Arbitration Association shall be advised that DISTRIBUTOR knowingly
          and voluntarily waives any law of any country, state or city,
          inconsistent with this Article. The prevailing party in any dispute
          shall be entitled to collect reasonable attorneys' fees.



IN WITNESS WHEREOF, the parties hereto have signed this AGREEMENT.


Imaging Diagnostic Systems, Inc.            JAMCO Medical Inc.
--------------------------------            --------------
MANUFACTURER                                DISTRIBUTOR




By: /s/ Xxxxx X. Xxxxxx                     By:  /s/ Xxxx-Xxxx Xxxxxx
    -------------------                          --------------------
    Xxxxx X. Xxxxxx                              Xxxx-Xxxx Xxxxxx
    CEO / Chairman of the Board                  President / CEO





Date: 3/22/02                             Date: 3/22/02


                                       12





                                  "Appendix A"

1.       GEOGRAPHICAL AREA:
     The geographical area designated is

>>      All of Latin America (Central & South America), including the Caribbean.



2.       SERVICES TO BE PERFORMED:

     Promote and solicit orders for the Company's CT Laser Mammography (CTLM(R))
     manufactured and/or sold by "IDSI": (the "Products") within the
     territories.

     Procure sales contracts in the prescribed form from customers in the
     Territories for at least that number of Products as are agreed by the
     parties to be the sales goal for 2002-2004. The sales goals for the
     2002-2004 periods are as follows:

     >>   3 months after the signature of this agreement JAMCO shall provide a
          detailed market analysis and information regarding the yearly business
          prospect.

     Distributor will set the in country final selling price.

     In addition to Distributor promoting and / or selling the Products and
     services of Appointing Party, Distributor should also be responsible for
     assisting Appointing Party in:

     1.   Providing in-territory data and / or documentation to assist
          Appointing Party.
     2.   Assist Buyer in obtaining financing.
     3.   Provide training to Buyer.
     4.   Respond to customer inquiries.
     5.   Act as liaison between IDSI and Buyer for
          a.   Customs clearance
          b.   Inland transport
          c.   Storage
          d.   Security
          e.   Warranty Service.
     6.   Provide assistance in coordinating all local matters; if requested.

     Promptly notify the DISTRIBUTOR of any inquiry about the Products that the
     Company may receive from customers. For each customer desiring to order
     Products, complete and transmit to the Company purchase documentation in
     the prescribed form duly executed by the customer. No order will be deemed
     accepted until the Company verifies the order and communicates its
     acceptance to the customer. The Company may accept or reject any
     documentation or purchase order at its discretion. In no event will
     DISTRIBUTOR accept an order or execute agreements on the Company's behalf.
     Any attempt to do so will be void.


3.   INITIAL TERM: TWO YEARS FROM THE EFFECTIVE DATE


4.   SALES GOAL: First order to be placed within ninety (90) from the effective
     date of this Agreement. Three additional systems to be sold within first
     year.


                                       13



5.       DISTRIBUTOR COMMISSION:

     The parties acknowledge that MANUFACTURE'S list prices are for the U.S.
     sales and do not include many of the costs/expenses that relate to foreign
     sales, which are the subject of the Agreement. Accordingly, DISTRIBUTOR for
     each country of the exclusive territory will establish a "DISTRIBUTOR LIST
     PRICE" that DISTRIBUTOR will quote to the customer. The MANUFACTURER will
     upon collecting the DISTRIBUTOR quoted price remit to DISTRIBUTOR the total
     difference (the "difference") between the Dealer Net ex-works established
     in Appendix A., paragraph 4(J) of this Agreement and the DISTRIBUTOR quoted
     price insofar as MANUFACTURER is concerned. DISTRIBUTOR will be responsible
     for all freight, insurance, customs, duty and commissions expenses without
     regard to whether DISTRIBUTOR or its customer is paying same. DISTRIBUTOR
     shall not be obligated to account to MANUFACTURER regarding the disposition
     of the "difference."

j)       COMPENSATION:

         Manufacturer shall sell said system to JAMCO at a pre-agreed Master
         Distributor net of (US Established List Price - a minimum discount of
         25% In addition to the first three monthly non-accountable expense
         allowance payable by manufacturer to JAMCO irrespective to each system,
         product or service sold, or lease within the exclusive territory after
         the effective date, MANUFACTURER shall pay, JAMCO, either

          o    A 12% of the sales prices CIF point of installation, if "IDSI"
               completes any such direct sale or sale outside the TERRITORY for
               installation within the TERRITORY when "IDSI" makes direct sales
               to end-users of the PRODUCTS outside the TERRITORY and sells the
               PRODUCTS to customers outside the TERRITORY for installation and
               use within the TERRITORY.
          o    or the commission of Selling Price (-) minus dealer net cost in
               event of a lease,

         From time to time JAMCO shall request MANUFACTURER to lower its
         pre-established Dealer Net Price to accommodate a certain preferential
         pricing for first in-country unit to help promote market penetration.
         JAMCO shall resell such equipment at such price and upon such terms, as
         it shall deem appropriate.



Imaging Diagnostic Systems, Inc.              JAMCO Medical Inc.
--------------------------------              --------------
MANUFACTURER                                  DISTRIBUTOR




By: /s/ Xxxxx X. Xxxxxx                       By: /s/ Xxxx-Xxxx Xxxxxx
    -------------------                           --------------------
    Xxxxx X. Xxxxxx                               Xxxx-Xxxx Xxxxxx
    CEO / Chairman of the Board                   President / CEO





Date: 3/22/02                                             Date: 3/22/02


                                       14