International Sales And Marketing Contract

INTERNATIONAL SALES AND MARKETING CONTRACT AND COLLABORATION WITH THE CEO
BETWEEN CELL ROBOTICS, INC .("CRI") AND OTON TISCH (AND/OR TKV)("OTON")


1) CRI will contract with TKV, Caracas, Venezuela the availability of MR.
OTON TISCH ("OTON", Caracas, Venezuela to perform during 2 years the
task of ACTING INTERNATIONAL SALE AND MARKETING MANAGER for the LASETTE
and its accessories and if available, the EAR DRUM PERFORATOR, for the
following areas and countries (the "TERRITORY"):


- The Far East, exclusive the ex-Soviet Union, meaning the
countries from east of PAKISTAN to INDONESIA,


- The main countries involved will be CHINA (incl, HONG KONG and
MACAO),


- TAIWAN, JAPAN, KOREA, INDIA, SRI LANKA, BANGLA DESH, THAILAND,
VIETNAM, LAOS, CAMBODIA, MALAYSIA, SINGAPORE, BRUNEI,
PHILIPPINES AND INDONESIA.


- Latin America, Central America, Mexico and Caribbean (If there
is a large US AID program of support for Central America
and/or the Caribbean then CRII will assume this territory)


- Europe (inclusive the Baltic States, exclusive the rest of the
ex-Soviet Union)


- (If later it is determined that Israel is not served by the
America/Middle East Medical Company, it will be defined as
part of the OTON territory)


2) Assisting OTON will be the necessary persons as agreed, but at least:


- 1 Assistant International Sales Manager Mr. DAVE COSTELLO, for
now on a part time basis, who will be involved in all OTON
actions.


- Ms. IRENE HO on a majority time basis. If the business in the
countries not included in the present agreement takes off, an
additional assistant would be necessary, to cover these
regions To reduce the fixed cost, additional personnel (and
eventually the existing) shall be compensated partially, if
possible, with percentages on the sales.


3) The compensation of OTON will be as follows:


- 5% of the net value of the exports to the TERRITORY for the
first $ 1,000,000 /y. sold, 3,5% for the second $ 1,000,000/y.
2,5% for the third $ 1,000,000 /y. and 2% for the balance.


- The proceeds will be paid by quarterly installments prorate
customers payment, unless the sales are in the non-cap
modality, in which case the payment will be basing on the
amounts and time frame of the correspondent disposables
delivery


- The fees shall be paid for all orders received within the
contract validity, even if the payment ...