Sample Business Contracts

Joint Development Program - Stanford Research Systems Inc. and Abiotic Systems Inc.

[LETTERHEAD]

                           JOINT DEVELOPMENT PROGRAM
                        TIME-OF-FLIGHT MASS SPECTROMETER

Stanford Research Systems and Abiotic Systems agree to enter into a joint
development program.  In consideration of design, development, productizing, and
promotional support, and $1,100,000 in cash from Stanford Research Systems,
Abiotic Systems will provide to Stanford Research Systems 2,200,000 shares of
Series B Preferred Stock.

     1)  SRS will cover all of its own development and production-engineering
               costs for the system development.

     2)  SRS will provide assistance with literature design and preparation
               (there will be no cost for SRS labor and equipment-time; outside
               costs and materials will be covered by Abiotic Systems).

     3)  Abiotic Systems will develop their own proprietary software and
               analysis package.

     4)  SRS will sell the complete system to Abiotic Systems for two times the
               direct material costs for all components for the system except
               the computer, which will be transferred at cost. If a laser is
               purchased as an outside end-item, it will also be transferred at
               cost. If a laser is developed by SRS, it will be transferred at
               two times material costs. Any fees such as sales tax, royalty
               payments, etc. will be passed on directly. This discounted
               selling agreement will last for two years with an option by
               Abiotic Systems for five additional years. The transfer price of
               the first 30 systems will not exceed $35,000.

     5)  Upon execution of this agreement, SRS will pay Abiotic Systems
                    $1,100,000. SRS will receive 1,100,000 shares of Series B
                    Preferred Stock.  The remaining 1,100,000 shares will be
                    distributed as follows:

                           a) 275,000 shares upon delivery of a prototype
                              digitizer.
                           b) 275,000 shares upon delivery of a prototype TOF
                              spectrometer.
                           c) 275,000 shares upon delivery of a production
                              digitizer.
                           d) 275,000 shares upon delivery of a production TOF
                              spectrometer.

     6)  Both parties will have free access to all design and documentation
materials for five years. Both parties will have unrestricted right to
manufacture and sell this product. These rights and access to design and
documentation materials shall also apply to any laser developed during this
period. The software and chemicals suite developed by Abiotic Systems shall
remain the exclusive property of Abiotic Systems.




        /s/ WILLIAM R. GREEN                   /s/ WILLIAM E. RICH
     --------------------------------        --------------------------------
     Stanford Research Systems               Abiotic Systems
     President & CEO                         President & CEO
     February 2, 1995                        February 2, 1995