EXHIBIT 10.10 MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT THIS AGREEMENT (hereinafter "Agreement") is entered into as of the Effective Date by and between Gebauer Medizintechnik GmbH., a German corporation, (hereinafter "Gebauer"), and VisiJet,...

                                                                   EXHIBIT 10.10


                MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT


         THIS AGREEMENT (hereinafter "Agreement") is entered into as of the
Effective Date by and between Xxxxxxx Medizintechnik GmbH., a German
corporation, (hereinafter "Xxxxxxx"), and VisiJet, Inc., an United States
Delaware corporation (hereinafter "VisiJet"), and will come into power and be a
binding agreement upon the Effective Date set forth in Section 1.8 of this
Agreement.

         WHEREAS, subject to terms and conditions described in this Agreement,
VisiJet desires to be appointed an exclusive distributor of Xxxxxxx to purchase,
market and sell certain products manufactured by Xxxxxxx, and Xxxxxxx is willing
and able to manufacture and supply such products to VisiJet; and

         WHEREAS, in exchange for such appointment and the valuable prior
investments made by Xxxxxxx, VisiJet is willing to pay Xxxxxxx consideration in
the form of cash and stock, as set forth in Section 2.1 hereof,

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, VisiJet and Xxxxxxx agree as
follows:

1.       DEFINITIONS
         -----------

         The following terms shall have the meaning specified in this Section:

         1.1      "Accessories" shall mean the individual Product components set
                  forth in Schedule A

         1.2      "Affiliate" shall mean corporations, partnerships or other
                  business entities, which, directly or indirectly are
                  controlled by, control, or are under common control with a
                  party to this Agreement.

         1.3      "Annual Minimum" shall be defined in Schedule C hereafter.

         1.4      "Annual Forecast" shall mean a non-binding production planning
                  forecast of VisiJet's estimated requirements for Products,
                  including both estimated quantities and delivery dates, during
                  a specified twelve (12) month period.

         1.5      "Business Day" shall mean every day with the exception of
                  Saturday, Sunday or national holidays in the United States or
                  Germany.

         1.6      "CE" shall mean an abbreviation of a French phrase "Conformite
                  Europeene". The marking indicates that the manufacturer has
                  conformed with all the obligations required by legislation.

         1.7      "Confidential Information" shall mean the terms of this
                  Agreement and any information of a confidential and
                  proprietary nature disclosed by either party to the other
                  party in connection with this Agreement and identified in
                  writing as confidential and proprietary, including, but not
                  limited to, technical, financial or commercial data, business
                  plans and other competitively sensitive information.


*** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





         1.8      "Effective Date" is the date by which each party has fulfilled
                  its respective obligations at the closing, as set forth in
                  Section 18.10 hereof.

         1.9      "FDA" shall mean the United States Food and Drug
                  Administration.

         1.10     "Firm Orders" shall mean irrevocable, written purchase orders
                  for Products which specify the (i) Product(s), by SKU, as
                  defined in Schedule A, (ii) quantity to be delivered, (iii)
                  ship to location, (iv) designated carrier and (v) requested
                  delivery date.

         1.11     "Product" and "Products" shall mean the EpiTome System and the
                  LasiTome systems as well as the parts, disposables and
                  accessories specifically associated with and intended for the
                  aforementioned systems as set forth in the schedule A.

         1.12     "Master Artwork Text" shall mean the specific text for all
                  items of labeling, including but not limited to all packaging,
                  labels and markings to be provided by VisiJet and utilized by
                  Xxxxxxx in connection with the manufacture of the Product.

         1.13     "Non-Conforming Product" shall mean any Product which does not
                  conform to the Specifications, QSRs (Quality Service
                  Requirements) or other requirements of this Agreement at the
                  time of its manufacture.

         1.14     "Specifications" shall mean the descriptions, criteria,
                  standards and other requirements set forth in the attached
                  Schedule A.

         1.15     "Systems" shall mean the EpiTome System and the LasiTome
                  System more fully described in Schedule A.

         1.16     "Term" shall have the meaning ascribed to it in Section 16.1.

         1.17     "VisiJet Sales Affiliate" shall mean all sub distributors and
                  any other group, entity or individual with whom VisiJet enters
                  into a contract for the distribution and resale of Products.

         1.18     "Year" shall mean consecutive twelve (12) month periods, with
                  Year 1 beginning on the Effective Day.

2.       APPOINTMENT AS EXCLUSIVE DISTRIBUTOR; AMOUNT OF CONSIDERATION
         -------------------------------------------------------------

         2.1      EXCLUSIVE RIGHTS; CONSIDERATION. Subject to the terms and
                  conditions of this Agreement including, without limitation,
                  the closing conditions set forth in Section 18.10 hereof,
                  Xxxxxxx shall appoint VisiJet as Xxxxxxx'x exclusive
                  distributor as of the Effective Date to market, sell and
                  distribute the Products throughout the World ("Territory")
                  during the Term, and VisiJet shall (a) pay Xxxxxxx the
                  nonrefundable amount of One Million EUROs ((euro)


                                       2




                  1,000,000.00) and (b) transfer to Xxxxxxx, at no cost to
                  Xxxxxxx, Seven Hundred Fifty Thousand (750,000) shares of
                  VisiJet Common Stock, which VisiJet represents and warrants
                  are duly authorized, validly issued, and non-assessable.
                  Except as shown on Schedule 2.1, Xxxxxxx represents and
                  warrants to VisiJet that it has not granted any other person
                  or firm any license, distribution or marketing rights with
                  respect to the Products, and the during the Term it will not
                  grant any license, distribution or marketing rights with
                  respect to the Products nor will it, directly or indirectly,
                  market, sell or distribute any of the Products during the
                  Term.

         2.2      KRUMEICH CLAIM. In order to enable Xxxxxxx to provide the
                  Products at the prices set forth in Schedule B, VisiJet will
                  reimburse Xxxxxxx for such amount as Xxxxxxx is required to
                  pay to obtain a reduction in royalties payable to Xx. Xxxxx X.
                  Xxxxxxxx ("Krumeich") in respect of U.S. Patent No. 6,071,293
                  and European Patent Application No. EP 0 873 735 A1 and
                  related technology (the "Krumeich Claim"), not to exceed Two
                  Hundred Fifty Thousand US Dollars ($250,000). Such
                  reimbursement shall be paid by VisiJet within 10 days after
                  Xxxxxxx notifies VisiJet in writing that it has settled the
                  Krumeich Claim and the amount that it is required to pay to
                  Krumeich to secure such settlement. The negotiations with
                  Krumeich will be done by Xxxxxxx alone and neither VisiJet nor
                  its affiliates shall have any contact with Krumeich. In the
                  event that the Krumeich claims are not settled despite the
                  best efforts of Xxxxxxx, no transfer of the $250,000 mentioned
                  funds will be required, but VisiJet agrees to an increase of
                  the transfer price of the Epitome and Lasitome systems as set
                  forth in Schedule B by the anticipated reduction of the amount
                  to be realized by Xxxxxxx on sales of Products to VisiJet as a
                  result of royalty fees payable to Krumeich, provided however
                  that the cumulative total of such increase in the transfer
                  price to VisiJet shall not exceed $250,000.

         2.3      VISIJET SUB-DISTRIBUTORS. VisiJet shall develop and maintain
                  sub-distributor relationships with individuals and companies
                  knowledgeable of the functional capabilities and operation of
                  the Products and the procedures in which they are used. Prior
                  to entering into any agreement with any subdistributor to
                  distribute or resell the Products, VisiJet shall provide to
                  Xxxxxxx the proposed agreement and all information requested
                  by Xxxxxxx concerning the proposed distribution. Xxxxxxx and
                  VisiJet will mutually agree in advance on any proposed
                  sub-distribution agreement.

         2.4      COMPETITIVE PRODUCT SALES. So long as VisiJet is a distributor
                  for Xxxxxxx, VisiJet, its agents, employees, affiliates,
                  officers or directors shall not promote or sell any other
                  device which would be competitive to Xxxxxxx'x Products as
                  listed in Exhibit A. Exceptions to this provision are
                  VisiJet's HydroKeratome waterjet microkeratome and the
                  PulsaTome cataract/lens removal device which are presently
                  under development by VisiJet.

3.       VISIJET OBLIGATIONS AS DISTRIBUTOR
         ----------------------------------

         3.1      PURCHASE OF PRODUCTS: MINIMUM QUANTITIES. VisiJet shall
                  purchase Products from Xxxxxxx on the terms and conditions set
                  forth in this Agreement and shall use all commercially
                  reasonable efforts to maximize sales of the Products in the
                  Territory.

                  (i)      After the six month period following the Effective
                           Date, VisiJet shall place Firm Orders each month of
                           not less than the minimum quantity requirements set
                           forth on attached Schedule C. Notwithstanding the
                           foregoing, for any Year in which VisiJet has already
                           submitted Firm Orders for the required Annual
                           Minimums set forth in Schedule C, for the remainder
                           of such Year: (a) the monthly Firm Orders required to
                           be submitted by VisiJet shall be reduced to 50 % of
                           the quantities set forth in Schedule C, and (b)
                           subsections (iii) and (iv) of this Section 3.1 shall
                           not apply.


                                       3




                  (ii)     If, after the first six (6) month period following
                           the Effective Date, VisiJet fails to submit Firm
                           Orders within any month for at least fifty percent
                           (50%) of the minimum monthly quantities set forth in
                           Schedule C, or if VisiJet does not deliver a payment
                           to Xxxxxxx of the amount equal to the shortfall
                           within thirty (30) days after the conclusion of such
                           a month, then Xxxxxxx shall have the irrevocable
                           right to terminate this agreement without recourse
                           upon thirty (30) days prior written notice.

                  (iii)    If, after the six month period following the
                           Effective Date, VisiJet does not submit Firm Orders
                           within any three (3) consecutive months equal to
                           three (3) times the minimum monthly quantities as set
                           forth in Schedule C, or if VisiJet does not deliver a
                           payment to Xxxxxxx of the amount of the shortfall
                           within thirty (30) days after the conclusion of the
                           afore-mentioned period of three (3) consecutive
                           months, then Xxxxxxx shall have the irrevocable right
                           to convert VisiJet's rights to market and distribute
                           the Products to non-exclusive rights upon thirty (30)
                           days prior written notice.

                  (iv)     In the event that, after the six month period
                           following the Effective Date, VisiJet fails a second
                           time to submit Firm Orders within any three (3)
                           consecutive months for the required accumulated
                           minimum amount equal to three (3) times the minimum
                           monthly quantities as set forth in Schedule C, or if
                           VisiJet does not deliver a payment to Xxxxxxx of the
                           amount of the shortfall within thirty (30) days after
                           the conclusion of the afore-mentioned period of three
                           (3) consecutive months, then Xxxxxxx shall have the
                           irrevocable right to terminate this Agreement
                           immediately without recourse.

                  (v)      Xxxxxxx shall notify VisiJet in writing of any
                           failure by VisiJet to place the required minimum
                           number of Firm Orders for any month within fourteen
                           (14) days after the end of the month in which such a
                           shortfall occurs.

                  (vi)     VisiJet's monthly minimum obligations and Xxxxxxx'x
                           irrevocable rights under this Section shall not apply
                           in any Year in which one of the following has
                           occurred:

                           (a)      Product recall, resulting from Xxxxxxx'x
                                    design or manufacture of the Product;

                           (b)      Failure by Xxxxxxx during such Year to
                                    deliver at least eighty five percent (85%)
                                    of Product on the dates specified in
                                    VisiJet's Firm Orders, or the delivery by
                                    Xxxxxxx of Non-Conforming Products in any
                                    Product category, totaling more than ten
                                    percent (10%) of all Products in such
                                    category delivered to VisiJet during such
                                    Year; or

                           (c)      Uncured material breach of this Agreement by
                                    Xxxxxxx.


                                       4




         3.2      CERTAIN OTHER DUTIES OF VISIJET AS DISTRIBUTOR. VisiJet shall,
                  at its expense, be responsible for:

                  (i)      All marketing decisions regarding the Products
                           including, but not limited to, labeling, packaging,
                           advertising, pricing, and with support and assistance
                           of Xxxxxxx, professional education. Notwithstanding
                           the foregoing, Xxxxxxx shall have the right and
                           responsibility to approve all labeling in order to
                           insure accuracy and legal compliance. Xxxxxxx will
                           not unreasonably withhold such approval and shall do
                           so on a timely basis.

                  (ii)     Customer order processing, billing and collection of
                           payment for Products sold by VisiJet in the
                           Territory.

                  (iii)    Preparing all promotional and educational materials
                           and conducting all promotional activities relating to
                           the Products sold by VisiJet in compliance with all
                           applicable laws and regulations of the Regulatory
                           Authorities in each country in the Territory. These
                           activities include but are not limited to the
                           following:

                           o        Professional Journal Advertising
                           o        Product Brochures
                           o        Product Spec Sheets
                           o        Sales Literature
                           o        Physician Training Manuals
                           o        Training Course Materials
                           o        Sales Rep Training Manuals
                           o        White Papers
                           o        Symposium Papers
                           o        Journal Reprints
                           o        Promotional DVDs
                           o        Round Table Panel Discussions
                           o        Product Newsletters
                           o        User Conference Manuals
                           o        Website Content
                           o        Direct Mail Promotions
                           o        Internet Promotions
                           o        Fax Blasts
                           o        Scientific Conference Graphics and Panels
                           o        Scientific Conference Promotional Materials
                           o        Scientific Conference Signage
                           o        Sales Rep Portable Booth Graphics
                           o        Distributor Training Manuals

                  (iv)     Establishing and maintaining a system of record
                           keeping, with the support and assistance of Xxxxxxx,
                           including a register of lot numbers and individual
                           Product numbers and customer names and addresses for
                           all Product sold by VisiJet in order to assist
                           Xxxxxxx with traceability in the event of a Product
                           recall. VisiJet shall require all of its customers
                           that are not the end users of Products, including all
                           VisiJet Sales Affiliates, to maintain a similar
                           register, including names and addresses of its end
                           users in accordance with all applicable state,
                           federal and country guidelines.


                                       5




                  (v)      Conducting and continuing clinical trials for the
                           establishment, credibility and enhancement of the
                           EpiLASIK procedure and specifically for the
                           performance of the EpiTome product.

         3.3      DEMO UNITS AND INITIAL ORDERS. VisiJet shall place Firm Orders
                  within 30 days of the Effective Date for: (a) four (4) demo
                  units of the EpiTome and LasiTome from Xxxxxxx for the purpose
                  of conducting physician clinical training and for
                  demonstration at major ophthalmic scientific conferences at a
                  discount price as outlined in Exhibit B, and (b) the first
                  thirty (30) Systems, to be delivered by Xxxxxxx at no less
                  than ten (10) Systems per month after its receipt of such Firm
                  Orders. Such Systems shall conform to the Specifications and
                  satisfy all other conditions and requirements set forth in
                  this Agreement.

         3.4      SERVICE ENGINEER. VisiJet shall at all times maintain at least
                  one service engineer trained in the repair and servicing of
                  Xxxxxxx'x products. VisiJet shall sponsor said engineer and
                  pay for all associated travel expenses for training in
                  Xxxxxxx'x headquarters in Neuhausen, Germany. Training shall
                  occur within one month of the Effective Date of this
                  Agreement.

4.       VISIJET'S RIGHTS TO PURCHASE; XXXXXXX'X SUPPLY OBLIGATIONS
         ----------------------------------------------------------

         4.1      REQUIREMENTS. During the Term, VisiJet shall have the right to
                  purchase and Xxxxxxx shall manufacture and supply VisiJet's
                  requirements for the Products at such times and in such
                  quantities as specified by VisiJet in its Annual Forecasts and
                  amendments and Firm Orders as provided herein.

         4.2      INVENTORY. Beginning six (6) months following the Effective
                  Date, Xxxxxxx will guarantee the availability of and maintain
                  in inventory Fifteen (15) LasiTome/EpiTome Systems and all the
                  material for further Fifteen (15) LasiTome/EpiTome Systems.
                  Additionally, Xxxxxxx will by the above mentioned time
                  guarantee the availability of and maintain in inventory Two
                  Thousand (2,000) LASIK-Blades, and Four Thousand (4,000)
                  Epi-Blades.

         4.3      ACCESSORIES. VisiJet shall have the right to purchase
                  Accessories on an as needed basis.

         4.4      SOFTWARE UPGRADES AND IMPROVEMENTS. Xxxxxxx shall make
                  available to VisiJet, and VisiJet shall have the right to
                  market and sell, software upgrades and any improvements to the
                  Products or EpiTome Separator developed or acquired by Xxxxxxx
                  during the Term. VisiJet shall be responsible for the
                  dissemination and any training relating to such software
                  upgrades or improvements.

         4.5      SERVICE CONTRACTS. VisiJet shall have the right to offer its
                  consumers a service contract through Xxxxxxx and subject to
                  Xxxxxxx'x prior written approval to extend the one-year
                  warranty described in Section 11.2 for additional one-year
                  periods, subject to payment to Xxxxxxx of the fee for service
                  contracts set forth in Section 6.4 and such other terms and
                  conditions as the parties shall mutually agree. Xxxxxxx shall
                  provide, or arrange to provide through a mutually agreed upon
                  third party, service under the terms of such service
                  contracts.


                                       6




5.       FORECASTS, ORDERS, SHIPMENTS, ACCEPTANCE
         ----------------------------------------

         5.1      ANNUAL FORECASTS. VisiJet will provide Xxxxxxx with an initial
                  Annual Forecast upon execution of this Agreement and shall
                  update the Annual Forecast on a rolling basis no later than
                  sixty (60) days prior to the first day of each subsequent
                  Quarter.

         5.2      FIRM ORDERS. VisiJet will provide Xxxxxxx with an initial Firm
                  Order upon execution of this Agreement on its written Purchase
                  Order Form by mail or fax (with original following by mail)
                  and paid for in accordance with the payment terms as specified
                  in Section 6.3 and will submit subsequent Firm Orders to
                  Xxxxxxx at least sixty (60) calendar days in advance of
                  VisiJet's requested delivery date. All Purchase Orders shall
                  be consistent with the provisions of this Agreement and any
                  inconsistent terms shall be deemed stricken.

         5.3      MINIMUM ORDERS. In each three-month period (a "Quarter")
                  during the Term, VisiJet will submit Firm Orders for no less
                  than Eighty Five Percent (85%) of the quantities specified in
                  the then current Annual Forecast for such Quarter. Xxxxxxx
                  shall not be required to accept Firm Orders during any Quarter
                  which, in the aggregate, specify a quantity of Products
                  greater than the One Hundred Twenty percent (120%) of the
                  quantity forecasted for such Quarter in the most recent Annual
                  Forecast. Yearly minimum purchases are defined in Schedule C.

         5.4      SHIPMENT. All prices for Product and Accessories are FOB
                  Xxxxxxx'x warehouse facilities in Germany. Title and risk of
                  loss or damages to the Products shall pass to VisiJet upon
                  Xxxxxxx'x delivery to VisiJet's designated carrier for
                  shipment. VisiJet shall bear any costs of shipment of Products
                  to VisiJet's warehouse or other designated location as well as
                  the amount of any and all taxes (other than income or
                  franchise taxes or duty imposed by the German government upon
                  Xxxxxxx), custom duties or other charges which may be required
                  to be paid or collected on the sale, delivery, or
                  transportation of the Products.

         5.5      ORDER CANCELLATION. Xxxxxxx may cancel any accepted orders or
                  refuse or delay shipment of any orders if VisiJet fails to
                  meet any obligation arising under this Agreement.

6.       PRICE AND PAYMENT
         -----------------

         6.1      PURCHASE PRICE. The purchase price for the Products and
                  Accessories shall be as set forth in Schedule B.

         6.2      PRICE INCREASES. The prices set forth in Schedule B shall
                  remain fixed until March 31, 2005. Thereafter, prices may be
                  increased effective April 1, 2005 and on each subsequent April
                  1 during the Term by written notice delivered to VisiJet no
                  later than January 1 of that calendar year during which the
                  next April 1 price increase will become effective, provided
                  that the amount of such annual price increases shall not
                  exceed three percent (3%) of the then applicable prices.


                                       7




         6.3      PAYMENT TERMS. VisiJet shall pay fifty percent (50%) of the
                  purchase price for each System, Console or Handpiece ordered
                  by VisiJet together with submission of VisiJet's Firm Orders.
                  VisiJet shall pay the remaining fifty percent (50%) of the
                  purchase price within thirty (30) days from the date of
                  shipment of such Products in accordance with Section 5.4.
                  VisiJet shall pay the purchase price as set forth in Schedule
                  B for all parts, disposables and accessories within thirty
                  (30) days from the date of shipment.

         6.4      SERVICE CONTRACTS. VisiJet shall pay Xxxxxxx a percentage of
                  all gross proceeds from all service contracts entered into by
                  VisiJet and approved in writing by Xxxxxxx. Such payment shall
                  constitute full and final payment for all covered parts and
                  services to be provided under such Service Contracts,
                  including shipping costs to and from Xxxxxxx. VisiJet and
                  Xxxxxxx will mutually agree upon the pricing and other terms
                  of the Service Contracts, including but not limited to minimum
                  charges and the applicable percentage within three months of
                  the Effective Date, but in no case shall the applicable
                  percentage be less than 60 %. Payment to Xxxxxxx shall be made
                  no later than the tenth day of the month for any service
                  contracts entered into by VisiJet and approved by Xxxxxxx in
                  the previous calendar month.

         6.5      ACCESSORIES. VisiJet shall pay the purchase price for
                  Accessories within thirty (30) days following the receipt of
                  shipment or receipt of invoice from Xxxxxxx whichever is
                  later.

         6.6      ENGINEERING SERVICES. In the event Xxxxxxx provides
                  engineering services, VisiJet shall pay Xxxxxxx for such
                  services at an hourly rate of One Hundred Thirty Five Dollars
                  ($135USD) and reimburse Xxxxxxx for its reasonable out of
                  pocket costs. Any amounts payable for engineering services
                  shall be payable within thirty (30) days following receipt of
                  invoice for such services.

         6.7      LATE PAYMENT CHARGES. Any amounts not paid by VisiJet when due
                  shall be subject to a late payment fee of 1.5% per month until
                  such amounts are paid in full.

         6.8      SOFTWARE UPGRADES. VisiJet shall pay Xxxxxxx the greater of
                  (i) Fifty Percent (50%) of the gross sales price of all
                  software upgrades sold by VisiJet, or (ii) Xxxxxxx'x standard
                  price for the software upgrade or improvement, payable by wire
                  transfer by the tenth day of each month for all software
                  upgrades sold in the previous month.

         6.9      CURRENCY: All payments due hereunder shall be made in Euros to
                  Xxxxxxx at its headquarters in Neuhausen, Germany, or such
                  other place as Xxxxxxx may designate. Currency conversion
                  rates are to be defined by rates published in The Wall Street
                  Journal on the first day of the month prior to the payment due
                  date.

         6.10     QUARTERLY STATEMENTS; AUDITS.

                  (i)      Each party shall maintain books and records prepared
                           in accordance with international accounting standards
                           reflecting in a reasonable level of detail the data
                           utilized to calculate the amounts payable pursuant to
                           this Agreement for no less than two (2) years after
                           the end of each payment period.


                                       8




                  (ii)     Each party shall have the right, at its own expense
                           (except as otherwise provided below), to have the
                           other party's supporting books and records examined
                           during regular business hours upon reasonable advance
                           notice by such party or an internationally recognized
                           independent certified public accounting firm
                           designated by such party and reasonably acceptable to
                           the other party. The right of examination must be
                           exercised, with respect to any payment period, prior
                           to the expiration of the applicable two-year record
                           retention period and shall not be exercised more
                           frequently than once each calendar year. Each person
                           participating in an examination shall agree not to
                           disclose any information obtained during such
                           examination which does not directly relate to the
                           calculation of the amounts payable under this
                           Agreement. If an examination results in the discovery
                           of an underpayment by one party to the other of 10%
                           or more of the amounts actually paid, the cost of
                           such examination shall be paid by the underpaying
                           party. Additionally, the underpaying party shall
                           immediately pay such shortfall plus any applicable
                           late payment charges.

7.       INTELLECTUAL PROPERTY
         ---------------------

         7.1      OWNERSHIP. Xxxxxxx shall retain all rights, title and interest
                  in and to all intellectual property rights relating to the
                  Products. VisiJet shall have no right to modify or alter any
                  of the Products or Accessories in any way. Neither party shall
                  use any trade xxxx of the other party without the other's
                  prior written consent.

         7.2      RESPONSE TO INFRINGEMENT. If either party becomes aware of any
                  infringement or threatened infringement of the patent rights
                  of Xxxxxxx for the Products, the party having such knowledge
                  will give notice to the other. Xxxxxxx shall have the
                  responsibility to take such action as it may deem necessary,
                  at its own expense, to prevent or eliminate such infringement.
                  The other party shall cooperate in any reasonable manner.
                  Xxxxxxx shall not compromise or settle any suit for
                  infringement of its patent rights relating to the Products in
                  the Territory by providing a license to such infringing party
                  to sell the Products without the prior written approval of
                  VisiJet, which approval shall not be unreasonably withheld,
                  conditioned or delayed.

         7.3      VISIJET SELF-HELP RIGHTS. In the event that Xxxxxxx does not
                  take any action to prevent or eliminate infringement of its
                  patent rights relating to the Products in the Territory within
                  ninety (90) days after receipt of notice from VisiJet in
                  accordance with Section 7.3, VisiJet shall have the right to
                  take all reasonable and appropriate actions, including
                  litigation, to terminate such infringement. Xxxxxxx shall
                  cooperate with VisiJet, and execute any necessary documents
                  relating to such action. VisiJet shall not compromise or
                  settle any suit for infringement without the prior written
                  approval of Xxxxxxx, which approval shall not be unreasonably
                  withheld, conditioned or delayed. Xxxxxxx shall reduce the
                  transfer price for the Products sold by VisiJet within the
                  part of the Territory subject to the infringement action by 5
                  % for the duration of the litigation.

         7.4      DAMAGE AWARDS. Any damages recovered by the party bringing the
                  action for patent infringement will be used first to
                  compensate that party for its out-of-pocket expenses in the
                  prosecution of any such action, suit or proceeding for
                  infringement. Any remaining damages recovered by that party
                  will be apportioned between VisiJet and Xxxxxxx in proportion
                  to the damage incurred by each party as a result of the
                  infringement.


                                       9




8.       THIRD PARTY RIGHTS
         ------------------

         8.1      NOTICE OF CLAIMS. If either party becomes aware of any action,
                  or suit, or threat of action or suit, by a third party
                  alleging that the manufacture, use or sale or offer for sale
                  of the Products infringes a patent, or violates any other
                  proprietary rights of any third party, such party will
                  promptly notify the other party of the same and fully disclose
                  all information relating thereto.

         8.2      DEFENSE. Xxxxxxx shall use commercially reasonable efforts to
                  defend any such action relating to the Products. Xxxxxxx shall
                  cooperate and consult with VisiJet during the course of such
                  defense and shall keep VisiJet fully informed with respect to
                  all significant aspects of such action. VisiJet shall assist
                  Xxxxxxx by providing information in the possession and control
                  of VisiJet and by providing such fact witnesses as may be
                  reasonably necessary to such defense.

         8.3      JUDGMENTS AND SETTLEMENTS. If, by the terms of: (i) a
                  settlement of any claim against VisiJet or Xxxxxxx, or (ii) a
                  judgment, decree or decision of a court, tribunal or other
                  authority of competent jurisdiction finding that the sale of
                  any of the Products infringed a patent, or violated any other
                  proprietary rights of any third party, and VisiJet is required
                  to compensate or pay damages to such third party, Xxxxxxx will
                  pay all such damages up to the amount paid by VisiJet to
                  Xxxxxxx pursuant to this Agreement. In the event that VisiJet
                  is unable to continue to sell the Product in any country in
                  the Territory due to potential infringement of a third party's
                  rights, Xxxxxxx will, at its sole option and expense: (a)
                  replace or modify the infringing Product so that it becomes
                  non-infringing as long as functionality is not materially and
                  adversely affected; or (b) procure the right to continue
                  manufacturing and selling the Products; or (c) if Xxxxxxx is
                  unable to replace or modify the infringing Product or to
                  procure the right to continue to manufacture and sell the
                  Products on commercially reasonable terms, terminate the
                  Agreement and return to VisiJet a prorated portion of the one
                  million EURO payment required by Section 2.1 above based on
                  the remaining Term of the Agreement at the time of such
                  termination.

9.       REGULATORY COMPLIANCE
         ---------------------

         9.1      PRODUCT REGISTRATIONS. Xxxxxxx shall obtain and maintain all
                  site licenses and regulatory approvals which may be or become
                  necessary to enable Xxxxxxx to manufacture and sell the
                  Products to VisiJet. Xxxxxxx shall maintain all device
                  registrations for the European Union and other countries that
                  are in existence at the time of signing of this agreement.
                  VisiJet will be responsible for obtaining and maintaining in
                  its own name and the name of Xxxxxxx, or the name of a VisiJet
                  Affiliate and the name of Xxxxxxx all device registrations and
                  regulatory filings for any other country VisiJet wants to
                  market the products with Xxxxxxx'x reasonable assistance. Each
                  party shall execute such documents and provide such
                  information to assist the other in obtaining or transferring
                  registrations in accordance with the terms of this Section 9.1
                  as may be reasonably requested by either party.


                                       10




         9.2      AUTHORIZED REPRESENTATIVE. For purposes of the European
                  Medical Device Directive (EEC93/42), Xxxxxxx shall be
                  designated as the Manufacturer of the Products and VisiJet,
                  Inc., shall serve as the Authorized Representative

         9.3      AGENCY INSPECTIONS. Xxxxxxx will notify VisiJet of the outcome
                  of any inspection of Xxxxxxx'x manufacturing or warehouse
                  facilities by the FDA, CE Notified Bodies, or any regulatory
                  agency of any other country and shall notify VisiJet within
                  five (5) Business Days of any regulatory action taken.

10.      QUALITY ASSURANCE AND IMPROVEMENTS
         ----------------------------------

         10.1     MASTER ARTWORK TEXT. VisiJet shall develop and provide the
                  Master Artwork Text in label or printed form no less than ten
                  (10) Business Days prior to the shipment of the demonstration
                  Systems referred to in Section 3.3 and Section 5.4 above.
                  VisiJet shall develop and provide Xxxxxxx with print quality
                  Master Artwork Text for use with all subsequent Products to be
                  delivered under this Agreement no less than twenty (20)
                  Business Days prior to the delivery date specified in
                  VisiJet's subsequent Firm Order. The Master Artwork Text, and
                  any subsequent revision thereto provided by VisiJet, shall
                  become incorporated as part of the Specifications and shall
                  not be altered in any way by Xxxxxxx without the prior written
                  consent of VisiJet.

         10.2     PACKAGING. All Products shall be packaged in VisiJet's
                  designated packaging using VisiJet's designated brand names,
                  model numbers and Master Artwork Text and shall include a
                  mutually agreed upon reference to Xxxxxxx.

         10.3     QUALITY ASSURANCE. Xxxxxxx shall conduct quality testing on
                  the Products prior to delivery to VisiJet as set forth in the
                  Specifications and as required under the QSRs and shall
                  deliver to VisiJet concurrently with each shipment a
                  Certificate of Compliance stating that each Product shipped
                  has been produced in accordance therewith. Xxxxxxx shall
                  retain all manufacturing records for no less than ten (10)
                  years following the date of manufacture. Xxxxxxx shall
                  maintain documentation regarding each serialized unit and
                  software revision level (as applicable) for each Product
                  manufactured by or on behalf of Xxxxxxx hereunder.

         10.4     ACCESS. VisiJet shall have access to all manufacturing records
                  within five (5) Business Days of any written request
                  therefore, provided that information requested by a CE
                  Notified Body, an authorized regulatory agency or by VisiJet
                  in the event of an emergency, will be provided within no more
                  than two (2) Business Days notice. VisiJet shall have the
                  right to conduct an annual audit of Xxxxxxx'x and any contract
                  manufacturer's, manufacturing and warehouse facilities and
                  records to ensure that Xxxxxxx'x quality assurance system is
                  effective and in accordance with the QSRs. VisiJet and its
                  authorized representatives shall have the right to inspect
                  such facilities during normal business hours with ten (10)
                  Business Days prior written notice, provided that in the event
                  that VisiJet determines, in its reasonable discretion, that an
                  onsite inspection is required in order to investigate a
                  specific quality concern or Product complaint, VisiJet shall
                  be entitled to conduct such an inspection upon two (2)
                  Business Days prior written notice.

         10.5     MANUFACTURING CHANGES.


                                       11




                  (i)      SITE AND RESPONSIBILITY. Xxxxxxx shall not change the
                           site of manufacture of the Products without VisiJet's
                           prior written approval, which shall not be
                           unreasonably withheld or delayed. Xxxxxxx shall not
                           assign or subcontract manufacturing responsibility
                           without VisiJet's prior written approval, which shall
                           not be unreasonably withheld or delayed. For purposes
                           of this Section, the "site of manufacture" and
                           "manufacturing responsibility" shall mean the
                           location and responsibility for the final assembly
                           and quality testing of the Products.

                  (ii)     METHODS. Xxxxxxx shall not substantively change the
                           methods of manufacture relied upon by VisiJet for
                           qualification without VisiJet's prior written
                           consent, which consent shall not be unreasonably
                           withheld or delayed.

                  (iii)    MATERIALS AND SUPPLIERS. Xxxxxxx shall provide
                           VisiJet with a xxxx of materials and list of
                           suppliers for each Product, which information shall
                           be deemed Confidential Information of Xxxxxxx.
                           Xxxxxxx shall notify VisiJet of any proposed
                           substitution of any critical materials or suppliers
                           at least five (5) Business Days prior to
                           implementation of such change. In the absence of any
                           reasonable objection from VisiJet prior to the
                           expiration of such notice period, Xxxxxxx shall be
                           free to implement the change identified in such
                           notice. The parties shall identify a list of
                           materials and supplies which can be substituted or
                           sourced from alternate suppliers without notice to or
                           consent by VisiJet.

                  (iv)     MANUFACTURING IMPROVEMENTS. The parties shall work
                           together to reduce manufacturing costs and to improve
                           yields, quality and performance. VisiJet shall have
                           the right to request that the Products be sourced by
                           Xxxxxxx through a third party, provided that such
                           outsourcing reduces Xxxxxxx'x cost and, the parties
                           shall share any such cost savings equally by
                           corresponding adjustments to the purchase price
                           payable by VisiJet for such Products.

                  (v)      SOFTWARE UPGRADES AND PRODUCT IMPROVEMENTS. Xxxxxxx
                           shall make reasonable commercial efforts to provide
                           specific software upgrades or other Product
                           improvements requested by VisiJet. Xxxxxxx shall
                           exercise reasonable efforts to promptly correct and
                           provide customer solutions, at its own expense, for
                           any material errors identified by either party in the
                           operation of the software.

                  (vi)     NEW APPLICATIONS. The parties agree to work together
                           in good faith to evaluate the opportunities for
                           developing additional applications for the Products.

11.      Representations and Warranties
         ------------------------------

         11.1     XXXXXXX WARRANTIES. Xxxxxxx hereby represents and warrants
                  that (i) all Products supplied by Xxxxxxx to VisiJet hereunder
                  shall have been manufactured, quality tested and packaged in
                  accordance with, and shall conform to, the Specifications, all
                  other requirements set forth in this Agreement and all laws
                  and regulations, including but not limited to the QSRs, as
                  such laws, regulations and requirements are constituted and
                  effective as of the time of shipment of the Products to
                  VisiJet, (ii) Xxxxxxx will maintain the integrity of the
                  practices and processes upon which VisiJet has relied for


                                       12




                  qualification; and (iii) Xxxxxxx has capability and capacity
                  to perform all of it's obligations hereunder. Xxxxxxx hereby
                  represents and warrants that to the best of its knowledge it
                  is the sole owner of, or has the right to use, all
                  intellectual property necessary to develop and manufacture the
                  Products, and any other materials supplied by Xxxxxxx pursuant
                  hereto, and that neither the Products nor any trademarks or
                  designs used in connection therewith infringe any patent,
                  copyright, trademark or other similar proprietary right of any
                  person.

         11.2     PRODUCT WARRANTIES. Xxxxxxx warrants that it will use
                  commercially reasonable care in the manufacture of the
                  Products and that such Products shall be free from material
                  defects in materials and workmanship under normal use and
                  service. Xxxxxxx'x obligations under this warranty shall be
                  limited to replacement of any Product which is determined to
                  be Non-Conforming within one (1) year from the date of
                  original shipment to VisiJet.

         11.3     VISIJET REPRESENTATIONS AND WARRANTIES. VisiJet represents and
                  warrants that it has the resources, capability and capacity to
                  perform its obligations hereunder. VisiJet also represents and
                  warrants that it shall, obtain within nine months of the
                  Effective Date, no less than $4,000,000 in net proceeds from
                  an offering of its equity securities, to fund its ongoing
                  operations and business activities. VisiJet acknowledges that
                  in the event of a breach of this representation, Xxxxxxx shall
                  have the right to immediately terminate this Agreement.

12.      RECALLS, COMPLAINTS, RETURNS AND SUPPLY FAILURE
         -----------------------------------------------

         12.1     NOTIFICATION. The parties shall immediately contact each other
                  in the event that either party has any reason to believe that
                  a voluntary withdrawal or recall of any Product may be
                  necessary. VisiJet and Xxxxxxx shall jointly confer and
                  cooperate to resolve any issues with respect to a voluntary
                  withdrawal or recall, including without limitation, the
                  necessity of declaring the voluntary withdrawal or recall, the
                  manner in which the voluntary withdrawal or recall should be
                  conducted and the duration of the voluntary withdrawal or
                  recall, provided that either party shall have the right to
                  require a voluntary withdrawal of any Product in the event of
                  a reasonable and good faith concern regarding the safety of
                  such Product. VisiJet shall be responsible for notification of
                  the applicable health authorities in the event of a voluntary
                  withdrawal or recall.

         12.2     VISIJET RESPONSIBILITY. VisiJet shall be responsible for the
                  costs of a recall or voluntary withdrawal, and shall reimburse
                  Xxxxxxx for any costs reasonably incurred by Xxxxxxx, in the
                  event a recall or voluntary withdrawal which is determined, by
                  mutual agreement of the parties (or, if the parties fail to
                  agree, by arbitration pursuant to Section 18.6), to have been
                  caused by VisiJet's storage, promotion, packaging or
                  distribution of Products.

         12.3     XXXXXXX RESPONSIBILITY. Xxxxxxx shall be responsible for the
                  costs of a recall or voluntary withdrawal, and shall reimburse
                  VisiJet for any costs reasonably incurred by VisiJet in the
                  event a recall or voluntary withdrawal which is determined, by
                  mutual agreement of the parties (or by an independent third
                  party if the parties are unable to agree upon the cause), to
                  have been caused by a defect in the design or manufacture of
                  the Product.


                                       13




         12.4     MARKET COMPLAINTS. VisiJet shall establish and maintain an
                  appropriate system for collecting, recording and maintaining
                  market complaints relating to the Products, communicating
                  market complaint information to Xxxxxxx, facilitating
                  corrective actions and product recalls. VisiJet will report
                  all Product or packaging-related complaints to Xxxxxxx within
                  ten (10) Business Days following receipt of the complaint.
                  Xxxxxxx shall provide VisiJet with a written acknowledgement
                  of receipt of the complaint or suspected adverse incident and
                  take appropriate investigative and, if necessary corrective
                  action, as required by the QSRs for the design and manufacture
                  of the applicable Product, and shall provide VisiJet with all
                  relevant information relating to any such investigation and
                  corrective action. VisiJet shall be responsible, in
                  consultation with Xxxxxxx for reporting any adverse incident
                  to the relevant regulatory authorities as required by the
                  QSRs.

         12.5     RETURNS. VisiJet shall be responsible for responding to
                  inquiries or complaints concerning any Product and for the
                  collection and processing of any Products returned by
                  customers as defective. VisiJet shall return such Product to
                  Xxxxxxx for evaluation. Any Product which is confirmed by
                  Xxxxxxx to be Non-Conforming shall be repaired or replaced
                  without additional charge, including all shipping costs to and
                  from Xxxxxxx. Xxxxxxx shall use reasonable commercial efforts
                  to repair or replace any Non-Conforming Products within twenty
                  (20) Business Days after receiving the Non-Conforming Product.

         12.6     SUPPLY FAILURE. In the event that Xxxxxxx is unable for any
                  reason to supply at least eighty percent (80%) of VisiJet's
                  Firm Orders for Product in any two consecutive Quarters,
                  VisiJet shall be entitled to require Xxxxxxx to qualify a
                  second source for the manufacture of the Products on Xxxxxxx'x
                  behalf, subject to all other terms and conditions of this
                  Agreement. Xxxxxxx shall provide all manufacturing
                  documentation and such other assistance as may be necessary or
                  useful to establish manufacturing operations by such third
                  party, subject to the execution of appropriate non-disclosure
                  restrictions. Xxxxxxx shall purchase the applicable Product(s)
                  from such second source and sell and deliver the Product(s) to
                  VisiJet in accordance with the provisions of, and at the
                  prices set forth in, this Agreement. Xxxxxxx shall xxxxx the
                  second source a royalty-free, non-exclusive license to any
                  intellectual property rights necessary to enable the second
                  source to manufacture the Products until such time as Xxxxxxx
                  is again able to meet the requirements referenced above.

13.      INDEMNIFICATION
         ---------------

         13.1     Subject to the limitations set forth in Section 8 and Section
                  11 above, Xxxxxxx shall indemnify and hold harmless VisiJet,
                  its officers, agents and employees against any claim, loss,
                  damage, penalty, assessment or expense (including reasonable
                  attorneys fees) (a "Claim") arising directly or indirectly
                  from Xxxxxxx'x (i) manufacture, testing, handling or storage
                  of the Product, (ii) breach of warranty, (iii) breach of any
                  of its other obligations under this Agreement; or (iv)
                  infringement of any intellectual property rights belonging to
                  any third party.

         13.2     VisiJet shall indemnify and hold harmless Xxxxxxx and its
                  officers, agents and employees against any Claim arising
                  directly or indirectly from VisiJet's (i) handling or storage


                                       14




                  or the Product, (ii) marketing, packaging, sale or
                  distribution of the Product, (iii) breach of any of its
                  obligations under this Agreement, (iv) breach of any of its
                  representations or warranties, or (v) infringement of any
                  intellectual property rights belonging to any third party.

         13.3     In the event that either party (the "Indemnified Party")
                  receives notice of, or becomes aware of, a Claim for which the
                  Indemnified Party intends to seek indemnification hereunder,
                  the Indemnified Party shall promptly provide the other party
                  (the "Indemnifying Party") with notice of such claim. The
                  Indemnifying Party shall have the right, at its option and its
                  own expense, to be represented by counsel of its own choice
                  and to defend against, negotiate, settle or otherwise deal
                  with any such Claim, provided the Indemnifying Party shall not
                  enter into any settlement or compromise of any such Claim
                  which could lead to liability or create any financial or other
                  obligation on the part of the Indemnified Party without the
                  Indemnified Party's prior written consent which consent shall
                  not be unreasonably withheld. The Indemnified Party may
                  participate in the defense of any Claim with counsel of its
                  own choice and at its own expense. The parties agree to
                  cooperate fully with each other in connection with the
                  defense, negotiation or settlement of any such Claim. In the
                  event that the Indemnifying Party does not undertake the
                  defense, compromise or settlement of a Claim, the Indemnified
                  Party may undertake such defense, compromise, or settlement,
                  but shall not settle or compromise any such claim with the
                  Indemnifying Party's prior written consent, which consent
                  shall not be unreasonably withheld.

         13.4     NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
                  INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR THE LOSS OF PROFIT,
                  REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT
                  EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
                  SUCH POTENTIAL LOSS.

14.      INSURANCE
         ---------

         During the term of this Agreement and for two (2) years thereafter
         Xxxxxxx shall maintain product liability insurance (containing a broad
         form of vendors endorsements) on the Products with a minimum of One
         Million Dollars ($1,000,000) for bodily injury, One Million Dollars
         ($1,000,000) for each claim and One Million Dollars ($1,000,000) for
         property damage, and an aggregate limit of Two Million Dollars
         ($2,000,000). Xxxxxxx shall, upon VisiJet's request, provide a
         Certificate of Insurance evidencing such insurance.

15.      CONFIDENTIALITY AND ANNOUNCEMENTS
         ---------------------------------

         15.1     During the Term of this Agreement and after the expiration or
                  termination of this Agreement, a party receiving (the
                  "Receiving Party") Confidential Information of the other party
                  (the "Disclosing Party") pursuant to this Agreement shall not:

                  (i)      Use such Confidential Information for any reason
                           other than for the purpose of fulfilling the
                           Receiving Party's obligations and commitments under
                           the terms of this Agreement.


                                       15




                  (ii)     Disclose such Confidential Information to any person
                           other than employees of the Receiving Party who have
                           a need to know such information and to third parties
                           subject to written agreements prohibiting the
                           disclosure or use of such Confidential Information
                           other than for the purposes contemplated by this
                           Agreement.

                  (iii)    Upon the Disclosing Party's request, the Receiving
                           Party shall return or destroy, at the Disclosing
                           Party's option, all materials, documents or records
                           incorporating the Disclosing Party's Confidential
                           Information, provided that the Receiving Party shall
                           be entitled to retain one copy of such records for
                           archive purposes which shall remain subject to the
                           restrictions against use and disclosure set forth
                           herein.

         15.2     The obligations set forth in Section 15.1 above shall not
                  apply to any information that the Receiving Party can show by
                  competent proof (i) was generally known to the public at the
                  time of disclosure by the Disclosing Party; (ii) becomes
                  generally known to the public thereafter through no act or
                  omission of the Receiving Party or its officers, employees,
                  agents, or representatives; (iii) was disclosed to the
                  Receiving Party by a third party having a bona fide right both
                  to possess the information and to disclose it to the Receiving
                  Party, or, (iv) is developed by the Receiving Party through
                  entirely independent efforts and without use of the
                  Confidential Information.

         15.3     Neither party shall make any press release or trade
                  announcement relating to this Agreement, or otherwise disclose
                  the terms of this Agreement, without the prior written consent
                  of the other party, except as required by a court of competent
                  jurisdiction or pursuant to the disclosure requirements of a
                  governmental agency.

16.      TERM AND TERMINATION
         --------------------

         16.1     TERM. This Agreement will commence on the Effective Date and
                  will continue in effect for three (3) years from the Effective
                  Date (the "Initial Term") unless earlier terminated pursuant
                  to the provisions of the Agreement. VisiJet may at its
                  election, upon fifteen (15) days prior written notice to
                  Xxxxxxx before the end of the Initial Term, extend the term of
                  this Agreement for an additional two (2) years, provided that
                  VisiJet has both: (a) achieved a combined installed base of
                  400 Epi-Tome and Lasi-Tome Systems within the Territory, and
                  (b) sold at least 100,000 Epi-Tome and Lasi-Tome blades during
                  the preceding twelve (12) month period.

         16.2     EARLY TERMINATION. One party may terminate this Agreement at
                  any time in the event of the other party's (i) failure to cure
                  any noncompliance with any material term of this Agreement
                  within thirty (30) days following receipt of written notice of
                  such noncompliance, provided that any payment defaults must be
                  cured within ten (10) days following notice, or (ii)
                  immediately if the other party (a) terminates or suspends its
                  business or operations; (b) becomes subject to any bankruptcy
                  or insolvency proceeding under any applicable statute; (c)
                  becomes insolvent or subject to direct control by a trustee,
                  receiver or similar authority; or (d) has commenced the
                  process of winding up or liquidating.


                                       16




         16.3     EFFECT OF TERMINATION. In the event of termination of this
                  Agreement by VisiJet in accordance with Section 16.2, and
                  provided that VisiJet continues to be the exclusive
                  distributor of the Products through the termination date,
                  VisiJet will have the option to purchase any finished Product
                  inventory in Xxxxxxx'x facilities on the termination date or
                  cancel any purchase order delivered prior to the date notice
                  of termination is given, provided that any Product ordered and
                  shipped prior to the effective date of termination which is
                  received by VisiJet shall be paid for in full by VisiJet in
                  accordance with the terms of this Agreement. In the event this
                  Agreement is terminated by Xxxxxxx, all finished Products
                  manufactured and work in progress initiated pursuant to
                  Section 4.2 in response to Firm Orders submitted prior to the
                  effective date of termination shall be paid for in full by
                  VisiJet in accordance with the terms of this Agreement.
                  VisiJet shall have the right to apply any unused portion of
                  the credit for prepaid inventory remaining under Section 6.3
                  of this Agreement against the total purchase price for any
                  Products delivered to VisiJet following termination.

17.      FORCE MAJEURE
         -------------

         Neither party shall be liable to the other for loss or damages for any
         default or delay attributable to any cause beyond the reasonable
         control of that party, including, but not limited to an act of God,
         flood, fire, explosion, strike war, acts or terrorism, governmental
         action other regulatory enforcement action arising from any violation
         of law, rule or regulation by the party seeking the protection of this
         provision. If such an event occurs, the party affected shall notify the
         other party and shall exercise diligent efforts to resume performance
         of its obligations as soon as possible. In the event the party affected
         is unable to resume performance within sixty (60) days, the other party
         shall have the right to terminate this Agreement upon ten (10) days
         prior written notice. Notwithstanding the foregoing, VisiJet's payment
         obligations to Xxxxxxx, with respect to Products and services
         theretofore delivered by Xxxxxxx, shall not be delayed or deferred by
         any of the events referred to above.

18.      MISCELLANEOUS
         -------------

         18.1     WAIVER. No waiver of any of the terms of this Agreement shall
                  be effective unless made in writing and signed by an
                  authorized representative of the party waiving its rights
                  hereunder.

         18.2     NO LICENSE. No license to any trademark, patent, copyright or
                  other property right of Xxxxxxx is granted under this
                  Agreement except to the extent required for VisiJet to market
                  and sell the Products in accordance with the terms of this
                  Agreement.

         18.3     GOVERNING LAW. This Agreement shall be construed and enforced
                  pursuant to the laws of the Federal State of
                  Baden-Wuerttemberg in Germany, disregarding any conflicts of
                  laws provisions.

         18.4     INDEPENDENT CONTRACTORS. Nothing in this Agreement is intended
                  or shall be deemed to constitute a partnership, agency, or
                  joint venture relationship between the parties. All activities
                  by the parties hereunder shall be performed by them as
                  independent contractors. Neither party shall incur any debts
                  or make any commitments for the other party, except to the
                  extent specifically provided herein.


                                       17




         18.5     ASSIGNMENT. This Agreement shall be binding upon and inure to
                  the benefit of the parties, and permitted assigns. Neither
                  party may assign this Agreement without the prior written
                  consent of the non-assigning party, which consent shall not
                  unreasonably be withheld. In case of a proposed change of
                  control of VisiJet, and in consideration for Xxxxxxx'x consent
                  and for the consequences to Xxxxxxx of such a change of
                  control, VisiJet will provide no less than thirty (30) days
                  notice to Xxxxxxx of such proposed change of control event and
                  Xxxxxxx shall have the right to require that VisiJet either
                  issue seven hundred fifty thousand (750,000) shares of VisiJet
                  at the cost of U.S.$0.01 per share to Xxxxxxx, or pay via wire
                  transfer One Million Euro (1,000,000 (euro)) to Xxxxxxx'x bank
                  account immediately before such a change of control becomes
                  effective. As used in this section, the term "change in
                  control" means: (i) any merger, acquisition, sale of voting
                  stock, or other transaction or series of related transactions
                  (the "Transaction") in which the shareholders of VisiJet
                  immediately before the Transaction (the "Original
                  Shareholders") do not collectively own a majority of the
                  outstanding shares of voting stock of the surviving
                  corporation immediately following the Transaction, or (ii) a
                  sale of all or substantially of the assets of VisiJet to a
                  person not an affiliate of VisiJet before such sale. For
                  purposes of determining whether a change in control has
                  occurred, any person that acquired shares of voting stock of
                  the surviving corporation in the Transaction, or whose
                  percentage ownership of such voting shares increased in the
                  Transaction, shall not be treated as an Original Shareholder.

         18.6     ARBITRATION. In the event that the parties are unable to
                  resolve any dispute arising under this Agreement through
                  direct negotiations, the parties agree and consent to the
                  resolution of such dispute by binding arbitration. Any such
                  arbitration shall be conducted in accordance with the
                  procedures of the International Chamber of Commerce, or as
                  otherwise agreed by the parties, and shall be held in Federal
                  State of Baden-Wuerttemberg in Germany, before a single
                  arbitrator selected by the mutual agreement of the parties (or
                  by the International Chamber of Commerce, if the parties are
                  unable to agree upon an arbitrator). Notwithstanding the
                  foregoing, either party shall have the right to seek
                  injunctive relief in a court of competent jurisdiction to
                  prevent any breach of Sections 2.4, 7 and 15 of this Agreement
                  by the other party.

         18.7     NOTICES. All notices hereunder shall be in writing and shall
                  be considered delivered on the day of hand delivery, one day
                  after delivery to a nationally recognized overnight delivery
                  service, charges prepaid, or three days-after being sent by
                  registered or certified mail, postage prepaid:

                  If to VisiJet, as follows:
                  VisiJet, Inc.,
                  000 Xxxxxxxxxx Xxxxx
                  Xxxxx X
                  Xxxxxx, XX 00000

                  If to Xxxxxxx, as follows
         (i)      Xxxxxxx Medizintechnik GmbH
                  Xxxxxxxxxx. 0/0
                  00000 Xxxxxxxxx, Xxxxxxx
                  Attn:  Xx. Xxxxxxx Xxxxxxx


                                       18




                  Or to such other address as any party shall have specified by
                  notice to the other in accordance with this paragraph.

         18.8     COMPLIANCE WITH LAW. Each party shall comply with all legal
                  and regulatory requirements applicable to the conduct of its
                  business, including but not limited to, compliance with all
                  safety, health, environmental and employment laws applicable
                  to the activities to be undertaken by such party pursuant to
                  this Agreement.

         18.9     ENTIRE AGREEMENT, MODIFICATION, COUNTER PARTS. The terms of
                  this Agreement represent the entire agreement of the parties
                  with respect to the subject matter herein and shall not be
                  modified or supplemented except in a written document duly
                  executed by the parties expressly stating that it is intended
                  to modify, supplement or amend this Agreement. This Agreement
                  shall prevail in the event of any inconsistencies between it
                  and the terms of any purchase order, invoice or other form
                  utilized by the parties. This Agreement may be executed in one
                  or more counterparts, each of which shall be deemed an
                  original, but all of which together shall be deemed one and
                  the same instrument.

         18.10    CLOSING. The closing of the transactions contemplated by this
                  Agreement shall take place at the offices of Xxxxxxxxxxx &
                  Xxxxxxxx LLP ("K&L") located at 00000 Xxxxx Xxxxxx Xxxxxxxxx,
                  Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 on April __, 2004, or any
                  other date or place agreed to by the parties; PROVIDED THAT
                  for the purpose of defining the "Effective Date" and otherwise
                  making this Agreement legally binding, a closing shall be
                  deemed to have taken place ONLY IF each of the following
                  conditions are met: (a) VisiJet shall have delivered to K&L
                  (i) a cashier's check made out to K&L, or by wire transfer to
                  the account of K&L, in the amount of One Million EUROs
                  ((euro)1,000,000.00), (ii) a stock certificate evidencing the
                  transfer of Seven Hundred Fifty Thousand shares of VisiJet
                  Common Stock to Xxxxxxx, and (iii) two (2) original signed
                  signature pages to this Agreement; and (b) K&L, on behalf of
                  Xxxxxxx, shall have delivered to VisiJet two (2) original
                  signed signature pages to this Agreement.

         18.11    SEVERABILITY. Any term or provision of this Agreement that is
                  invalid or unenforceable in any situation in any jurisdiction
                  shall not affect the validity or enforceability of the
                  remaining terms or provisions hereof or the validity or
                  enforceability of the offending term or provision in any other
                  situation or in any other jurisdiction.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


                                       19




                  IN WITNESS WHEREOF, the parties hereby execute this Agreement
as of the Effective Date.


         XXXXXXX MEDIZINTECHNIK GMBH

         By                                        Date
            ----------------------------------          -----------------------
            Xxxxxxx Xxxxxxx, Managing Director


         VISIJET, INC.,

         By                                        Date
            ----------------------------------          -----------------------
            Xxxxxx X. Xxxxxx, CEO


                                       20




                                   SCHEDULE A
                                  PRODUCT LIST



- EPITOME SYSTEM, INCLUDING:
         CONSOLE
         HANDPIECE
         FOOTSWITCH X 2
         EPI-HEAD X 2
         RINGS X 4
         METAL BANDS X 4
         VACUUM HANDLES X 2
         STERIBOXES X 2


- LASITOME SYSTEM, INCLUDING:
         CONSOLE
         HANDPIECE
         FOOTSWITCH X 2
         LASIK-HEAD X 2
         RINGS X 4
         METAL BANDS X 4
         VACUUM HANDLES X 2
         STERIBOXES X 2

- PARTS, DISPOSABLES AND ACCESSORIES WHICH BELONG TO THE EPITOME AND LASITOME
SYSTEMS, AS FOLLOWS:

         LASIK-HEAD
         EPI-HEAD
         SUCTION RING
         METAL BAND
         VACUUM HANDLE
         STERIBOX
         HANDPIECE
         CONSOLE
         FOOTSWITCH
         EPI-BLADE
         LASIK BLADE


                                       21




                                   SCHEDULE B

                                   PRICE LIST
                                   SCHEDULE B

                                   PRICE LIST

EpiTome/LasiTome System         [****]

LASIK-Head                      [****]

Epi-Head                        [****]

Suction Ring                    [****]

Metal Band                      [****]

Vacuum Handle                   [****]

Steribox                        [****]

Sterilizable Cover
     For Handpiece              [****]

Handpiece                       [****]

Console                         [****]

Footswitch                      [****]



Epi-Blade                       [****]

LASIK-Blade                     [****]

EpiTome/LasiTome Demo System
Prices for each of the [****] Demo Systems
to be purchased by VisiJet
according to Sections 3.3 and 4 of the Agreement:                 [****]


                                       22




                                   SCHEDULE C

                            MINIMUM ORDER QUANTITIES


                                    Per Month                        Per Year
Epi-Tome Systems                    -----------------------------------------
    OR                               10 Each                         120 Each

Lasi-Tome Systems


LASIK-Head

    OR                               10 Each                         120 Each

Epi-Head

Epi-Blades                           2,000 each                      24,000 each

LASIK Blades                         1,000 each                      12,000 each


                                       23




                                  SCHEDULE 2.1

Xxxxxxx has entered into distribution agreements with the following entities for
the territories indicated:

For the territory of Romania:
Optimed slr
Xxx. Xxxxx xx. 0
XX-0000 Xxxxxx
XXXXXXX

For the territory of South Korea:
Vision Technology
5F Manbok Xxxx.
00-00 Xxxxxxx-xxxx, Xxxxxxx-xx
Xxxxx
XXXXX

Xxxxxxx and VisiJet will use commercially reasonable efforts to cause these
distributors to become sub-distributors of VisiJet upon, or as soon as
practicable after, the Effective Date.