EXCLUSIVE DISTRIBUTION AGREEMENT
IN THIS AGREEMENT, Jomed International i Helsingborg AB, having a principal office at Drottninggatan 94,
S-25221, Helsingborg, Sweden, ("Jomed"), and Vista Medical Technologies, a Delaware corporation having a
principal office at 5451 Avenida Encinas, Carlsbad, CA 92008, ("Vista"), hereby agree as follows:
ARTICLE I - RECITALS
1.1 Vista has products known as Series 8000 Visualization and Information System and certain related products,
all as described in Schedule A hereto.
1.2 Vista owns and licenses intellectual property ("IP") rights and technology related to the design, manufacture
and operation of its products. Vista conducts continuing research and development directed to improvements,
modifications and additions to its products.
1.3 Jomed sells devices for interventional cardiology, radiology and cardiac surgery and other thoracic surgical
applications, and Jomed has considerable experience in the marketing, sale and service of such devices and
systems for such applications.
1.4 Jomed desires an exclusive right of distribution of certain products made by Vista in certain defined fields and
territories corresponding to Jomed's current and anticipated markets, and Vista is willing to grant to Jomed such a
1.5 Jomed and Vista recognize that application of the Vista products in Jomed's fields will require development of
improved and modified products, and Vista and Jomed, therefore, have agreed to conduct joint research and
development pursuant to the terms and conditions of a Cooperative Technology Agreement concurrently
executed by the parties.
NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained
herein, and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties mutually agree as follows:
ARTICLE II - DEFINITIONS
2.1 "Change of Control" means, with respect to Vista, any of the following events: (1)