INTERNATIONAL DISTRIBUTION AGREEMENT
This Agreement, to take effect as of the date of its signature by both parties hereto, is by and between
VeriChip Corporation, a Delaware, U.S.A. corporation having offices at 1690 South Congress Avenue, Suite
200, Delray Beach, Florida 33445, United States of America (hereinafter referred to as “VeriChip” or the
“Company”), and Surge IT Solutions a business entity duly organized and existing under the laws of London,
England with principal offices at Tower Road, London NW 10 2HP, (hereinafter referred to as “Distributor”).
Distributor and the Company may hereinafter be referred to as the “Parties” and individually, as a “Party”.
WHEREAS, VeriChip markets highly sophisticated identification devices and readers; and
WHEREAS, due to the technical nature and use of the Company’s products, users may be properly served
only if they have the benefit of professional pre- and post-sale demonstration, orientation, training and support;
WHEREAS, Distributor has represented to the Company that Distributor possesses experience in the
distribution of products and that it has and will maintain the technical, financial and human resources required to
explain, demonstrate and service the Company’s products in a proper manner; and
WHEREAS, Distributor wishes to be appointed the Company’s exclusive distributor for the marketing,
promotion, sale and services within the Territory (as hereinafter defined) of the Company’s products listed in
EXHIBIT “B” attached hereto (the “Products”); and the Company wishes to make such appointment, subject to
the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, the
Parties hereby agree as follows:
SECTION 1. DEFINITIONS
In this Agreement, capitalized terms shall have the meanings set forth in this Section 1. Definitions, or elsewhere in
the provisions of this Agreement: