This Distributor Agreement (the "Agreement") is entered into to be effective as of January 1, 2000 by and
between Medwave, Inc. (the "Company") and Critical Care Concepts, Inc. ("Distributor").
The Company engages in the business of manufacturing, marketing and selling devices used in monitoring blood
pressure. Distributor desires to be appointed, and the Company has agreed to appoint Distributor, as an
exclusive distributor of the Company's products within a defined geographical territory, pursuant to the terms and
conditions of this Agreement.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Designation as Distributor.
a. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby grants Distributor
the right to purchase the products listed on Exhibit A attached hereto (the "Product" or "Products") for resale to
the market segment defined in Exhibit B attached hereto ("Market Segment") located within the geographical
territory described in Exhibit B attached hereto (the "Territory"). Distributor is not authorized to solicit sales of or
sell the Products to customers who are not part of the Market Segment or who are located outside the Territory.
b. Modification and Discontinuance of Products. The Company reserves the right to discontinue any Product or
Product line, or to modify any Product, without incurring any liability to Distributor except that Distributor's rights
herein shall continue to apply to any Product as modified.
c. Exclusivity. The Company agrees not to grant any other party or to itself sell the Products in the Market
Segment in that portion of the Territory which is described as the "exclusive" Territory in Exhibit B, except as
otherwise provided in Sections 1.d and 1.e below.
d. National Accounts. The Company reserves the right to designate