THIS AGREEMENT, dated as of June 5, 2001, is an amendment and restatement in its entirety of the
Distribution Agreement (the "Distribution Agreement") dated July 1, 2000 between DEXTERITY SURGICAL,
INC. ("Dexterity") and WECK CLOSURE SYSTEMS) LLC ("Distributor").
WHEREAS, Dexterity manufactures and is the owner of patents and trademarks relating to certain laparoscopic
and related instrumentation; and
WHEREAS, Distributor desires to purchase Dexterity products for the purpose of resale to end users within the
territory hereinafter described.
NOW, THEREFORE, the parties do hereby agree that the Distribution Agreement is hereby amended and
restated in its entirety, effective the date of this Agreement.
The products covered by this Agreement (collectively, the "Products") are all the Pneumo Sleeve, Protractor and
similar or related Products manufactured or offered for sale by Dexterity during the term of this Agreement,
including all improvements and modifications of such Products. The Products offered for sale by Dexterity at the
date of this Agreement are listed in Exhibit A hereto. "Pneumo Sleeve Products" mean extracorporeal
pneumoperitoneum surgical devices used or useful in connection with hand assisted laparoscopic or endoscopic
surgery, whether or not substantially similar to the Pneumo Sleeve Products currently manufactured or offered for
sale by Dexterity. "Protractor Products" mean incision liner and retractor surgical devices used or useful in
connection with hand assisted laparoscopic or endoscopic surgery, whether or not substantially similar to the
Protractor Products currently manufactured by Dexterity.
2. GRANT OF DISTRIBUTORSHIP
Subject to the terms and conditions hereof, Dexterity hereby grants to Distributor the right to sell and distribute
Products throughout the Territory, including the right to appoint and terminate sub-distributors for all or any part
of the Territory and for all or any specified Products. Distri