VENDOR PROGRAM AGREEMENT
THIS VENDOR PROGRAM AGREEMENT ("Agreement") is dated as of October 10,
1991 by and between GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), a New York
corporation, with an address at 55 Federal Road, POB 3199, Danbury, CT 06813-3199, Attn: Manager of
Operations, Vendor Financial Services, and PYXIS CORPORATION, its successors and assigns ("PYXIS"), a
Delaware corporation with its principal place of business and address at 11425 Sorrento Valley Road, San
Diego, CA 92121, Attn: Chief Financial Officer.
R E C I T A L S
PYXIS and GE CAPITAL are entering into this Agreement with the principal objective of providing a customer
financing capability in the form of leases and/or secured financing to support PYXIS's domestic sales (the
"Program") of new equipment manufactured and distributed by PYXIS ("Equipment").
PYXIS proposes, from time to time, to sell and/or assign to GE CAPITAL all of its right, title and interest in and
to all payments due under certain Rental Agreements ("Rental Agreements") by and between PYXIS and
PYXIS's customers ("Customers"). GE CAPITAL may, from time to time, agree to purchase and take
assignment of the Rental Agreements upon the terms and conditions described herein.
All capitalized terms are defined in Section 16.
NOW THEREFORE, in consideration of the above premises and of the representations, warranties and
agreements contained herein, the parties hereby agree as follows:
1. FINANCING. GE CAPITAL and PYXIS agree that, subject to the terms hereof, and provided that no
Default has occurred, GE CAPITAL may from time to time offer to develop certain financing products for use in
the Program and make them available to Customers. Nothing contained herein shall require PYXIS to accept
such products or to refer any Customers to GE CAPITAL or require GE CAPITAL to develop or make or
continue to make available specific products or approve any Customer referred by PYXIS.
2. RENTAL AGREEMENTS. PYXIS shall cause a prospecti