Distribution Agreement

Exhibit 10.29


DISTRIBUTION AGREEMENT


THIS AGREEMENT is made, as of January 1, 1999 by and between
Equidyne Systems, Inc., a California corporation, having its
principal office at 11696 Sorrento Valley Road, San Diego,
California, 92121 (the "Company"), and PRECISION MEDMARK, INC., a
corporation organized under the laws of the state of Texas,
having its principal offices at 1825 E. Plano Parkway, Suite 180,
Plano, Texas, 75074 ("PMM"). PMM will act as the Marketing
Representative for, and on behalf of EQUIDYNE SYSTEMS, INC.


WITNESSETH:


WHEREAS, the Company is a development stage company which
specializes in the development of medical devices; and


WHEREAS, the Company has various medical devices which have
received clearance for sale by the U.S. Food and Drug
Administration; and


WHEREAS, the Company desires to engage PMM to establish and
manage a network of medical device dealers ("Dealer Network") to
insure adequate sales coverage for the products developed by the
company, and specified herein (the "Product(s)"), within the
United States, and to warehouse finished Product and to ship the
Products to the dealers within the Dealer Network (the
"Dealers"); and


WHEREAS, PMM desires to accept such engagement; and


WHEREAS, the Company and PMM acknowledge and agree that the
ultimate success of the Products, in addition to clinical
acceptance, will depend upon attracting qualified, capable and
successful dealers to distribute the Products; and


WHEREAS, each Dealer will be required to enter into an
agreement with the Company (the "Dealer Agreement"), whereby,
inter alia, the Company will grant the Dealer the right to
distribute the Products within the geographic boundaries
specified therein (the "Territory"), and whereby the Dealer will
agree, inter alia, to purchase and inventory the Products; pay
invoices promptly to the Company within the terms of its Dealer
Agreement; be compliant with all FDA requirements and guidelines;
not make any false or misleading claims about the Company, its
relationship with the company, the Products or any of the
Company's future products; protect the Company's confidential
information; distribute the Products only within the Territory;
and perform the annual quotas established by PMM and the Company
and Dealers.


NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the receipt and sufficiency of which
is hereby acknowledged by the parties, the parties hereby agree
as follows:


1. TERM, DUTIES, AND ACCEPTANCE.


(a) The Company hereby engages PMM, for the term of this
Agreement (the "Term"), to perform sales and Promotional efforts
for the Company and to provide the services more fully described
hereinafter.


(b) PMM hereby agrees to accept such engagement and to
perform sales and promotional efforts for the Company, and
contribute its best skills and services to the Company at all
times.


(c) PMM will use its best efforts to establish a Dealer
Network which will insure adequate sales coverage for the
products within the United States. For purposes of the
Agreement, "adequate sales coverage" means that Products will
actively be sold and promoted through a dealer organization or
other means proposed by PMM and acceptable to the Company, in
each respective state. The Dealer Network will be established
according to a mutually agreed upon plan in writing (the Plan)
between PMM and the Company. Should PMM fail to establish a
Dealer Network in a reasonable amount of time, in accordance with
the Plan, PMM will be subject to termination for Cause as
provided for in Section 4, Subsection (b),(iv). The plan will
be attached to this Agreement as Exhibit A as a counterpart to
this Agreement as provided for in Section 8. Exhibit A may be
modified from time to time as mutually agreed upon in writing by
both parties to this Agreement.


(d) PMM will oversee, supervise, monitor the performance
of, deal with all questions and issues raised by and otherwise
manage the Dealer Network on behalf of the Company.


(e) At the end of the first 6 months following the
consummation of each Dealer Agreement by the Dealer and the
Company, the Company and PMM will establish performance quotas
for each Dealer or alternative distribution method within the
Dealer Network, (the Quota) and a national sales quota for the
United States ("National Sales Quota"). The initial National
Sales Quota is attached to this Agreement as Exhibit B. Such
performance quotas shall be based upon, among other things, the
population within a given territory, prior sales of the products
within such territory, prior sales of the Products within other
territory prior sales, the degree of market penetration within
such territory and other criteria agreed upon by the Company and
PMM. For the Dealers, the initial 6 months term will be subject
to the terms of the Dealer Agreement regarding Interim Quota
(Section 4) and a semi-annual review of the annual Quota as
provided for in the Dealer Agreement (Section 12,
subsection (ix)). PMM will be subject to the terms of Section 4,
Subsection (iii) and Exhibit B to this Agreement regarding
National Quota.


(f) PMM will replace any nonperforming Dealer or
alternative distribution method, if and when necessary, with a
substitute dealer organization or alternative distribution method
within sixty (60) days, as evidenced by an executed Dealer
Agreement with such substitute Dealer or evidence of an
alternative distribution method acceptable to the Company.


(g) PMM will warehouse and manage the Company's inventory
of finished Products, on its own or other suitable property, at
its expense, take all reasonable care to protect the value of
such inventory and ship the Products to the Dealers in accordance
with the terms of the Dealer Agreement. Product will be taken on
consignment, and PMM will at no time assume ownership of the
Company's inventory. PMM will bear all risk of loss of Products
upon delivery to its warehouse while in its care, custody and
control. PMM shall maintain insurance to fully protect the value
of the Company's inventory. PMM will insure that adequate
resources are available to accept orders for, and ship the
Products to, the Dealer Network during normal business hours.


(h) PMM will provide the Company with detailed
recommendations with respect to marketing literature, promotional
items, sales training manuals, videos and activities and clinical
research to support the Company's marketing activities; however,
the cost of such literature, promotional items, sales training
manuals, videos and other clinical research support activities
will be that of the Company, and the Company is not obligated to
act upon any PMM recommendations.


(i) PMM will not make any false or misleading claims about
the Company, its relationship with the Company or any of the
Company's current or future products.


(j) PMM will provide billing services for the Company. PMM
will not, however, receive, disburse or provide account
receivable functions. Accounts receivable will be the
responsibility of the company.


(k) Company agrees to provide one demonstration unit to
each sales representative in the Dealer Network at the rate of
50% off the retail price of the Product. The first demonstration
device will be provided on loan, at no charge, with an initial
order of $2,000.00 or more.


(l) PMM understands and agrees that in order for the
Company to fully develop all Markets available to it, that
pharmaceutical companies shall have the exclusive right to market
and sell pre-filled ampules and empty ampules made available by
pharmaceutical companies in conjunction with specific proprietary
drugs into market areas served by PMM and its Dealer Network.
The Company agrees that, in contracting with the various
pharmaceutical companies, it will include in the standard
contract a clause prohibiting the pharmaceutical companies from
actively ...