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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 400 Royal Palm Way, Palm Beach, FL 33480,
United States of America (hereinafter referred to as "VeriChip" or the "Company"), and Metro Risk Management
LLC, a Florida corporation duly organized and existing under the laws of Florida, with principal offices at 801
Brickell Avenue, Miami, FL 33131 (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; and
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 and sale 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:
(a) "Agreement" means this "International Distributi