***Denotes certain parts that have not been disclosed and have been filed separately with the
Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 , as amended.
EXCLUSIVE DISTRIBUTION AGREEMENT
THIS AGREEMENT dated as of Nov. 1, 2007 is entered into by and between Meridian Co. Ltd. , a company
incorporated under the laws of the Republic of Korea, having its principal office located at 3Fl., Poonglim
Techone B/D, 273-10, Sungsu-Dong 2 Ga, Seongdong-Gu, Seoul, Korea (“Manufacturer”) and Modem Co., a
company incorporated under the laws of [Egitim Mah. Poyraz Sok. Sadikoglu 1 i~ Mkz. Kat:1No:23Hasanpasa/
A. Manufacturer is a manufacturer and distributor of medical devices, including the Lapex 2000 BCS, which
forms the subject matter of this Agreement;
B. Distributor is engaged in the business of the sale and distribution of specialty medical devices and related
products in Turkey.
C. Manufacturer and Distributor wish to enter into this Agreement to appoint Distributor as the exclusive
distributor of the Lapex 2000 BCS in Turkey, subject to the terms and conditions of this Agreement.
THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants of the
parties, the parties agree as follows:
In this Agreement, any terms not otherwise defined in the Agreement shall have the following meanings:
(a) “Effective Date” means the date first written above;
(b) “FOB” means free on board the location indicated;
(c) “BCS” means the Lapex 2000 BCS, as modified or improved from time to time, manufactured and
distributed by Manufacturer;
(d) “Manufacturer’s Trademarks” means all trademarks and trade names owned, adopted or licensed
(e) “Products” means Lapex 2000 BCS;