**Exhibit 10.17****OEM AGREEMENT**     **THIS AGREEMENT**is made as of the 24th day of May, 2005, by and between **Compex Technologies,Inc. (“Compex”),**a Minnesota Corporation at 1811 Old Highway Eight, New Brighton, Minnesota, 55112,and **Bionicare Medical Technologies, Inc. (“Bionicare”)**located at 47R Loveton Circle, Sparks,Maryland, 21152.     **WHEREAS**, Compex and Bionicare are parties to that certain OEM Agreement dated as of February28, 2002 (the “Original Agreement”);     **WHEREAS**, pursuant to the Original Agreement Bionicare provided to Compex a copy of Bionicare’spatented wavelength technology and a schematic for an output circuit (collectively, the “BionicareTechnology”) for a electrical stimulation device for clinical applications in regeneration ofcartilage of the knee;     **WHEREAS**, Compex incorporated the Bionicare Technology into its proprietary design for a handheld electrical stimulation device which includes Compex’s microprocessor, controls, patented openlead detection systems, software controls relating to wave amplitude, user compliance software andother features (the “Compex Technology”) in order to create a more compact version of the product;and     **WHEREAS**, pursuant to the original agreement, Compex manufactured and supplied to Bionicare,for purchase, marketing, distribution and resale by Bionicare, the Products listed on the attachedExhibit A (including the lead wire, battery and battery charger packaged and shipped therewith,hereinafter referred to as the “Products”), incorporating the Bionicare Technology and the CompexTechnology;     **WHEREAS**, the Original Agreement expired on March 20, 2004, and Compex and Bionicare desire torenew the terms under which they operated in the Original Agreement.     In consideration of the foregoing, and for other good and valuable consideration, the receiptand adequacy of which is hereby acknowledged, the parties agree as follows:**1.** **Term**. Subject to early termination in accordance with Section 10, this Agreement iseffective upon execution (the “Effective Date”) and for an initial period ending June 30, 2008(the “Initial Term”), but shall be automatically renewed for successive one (1) year terms (a“Renewal Term”) after the Initial Term unless either party provides notice to the other partyof its intent to cancel at least 180 days prior to expiration of the Initial Term or anyrenewal term. Each one year period commencing on July 1 and ending June 30 during the Term ofthis Agreement is herafter referred to as a “Contract Year.” **2.** **Manufacture**. Compex agrees to use its commercially reasonable efforts to manufacturethe Products and to sell the Products to Bionicare, and Bionicare shall use Compex as its soleand exclusive manufacturer and source of supply for the Products, during the term of and inaccordance with the provisions of this Agreement. Compex acknowledges that the Products willbe manufactured with unique serial numbers and that it will maintain detailed productionrecords for seven (7) years. Subject to changes required to comply with QSR requirements,Compex will not change the specifications for the Products without Bionicare’s prior writtenconsent. Bionicare shall pay all nonrecurring engineering charges associated any changerequested by Bionicare in Product specifications at the nominal labor rate for engineers ofsixty dollars ($60) per hour and the nominal labor rate for technicians of thirty dollars($30) plus actual cost of required tooling. **3.** **Purchase Orders and Delivery Schedule** a) Within 30 days of the Effective Date, Bionicare shall issue a purchase order toCompex covering the total product requirements for Contract Year commencing July 1,2005. Such purchase order shall contain (i) the type and quantity of the Productsordered, including
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   whether such Product is to be in “Kitted” form or not in “Kitted” form, (ii) therequested delivery date for such Products by each month in such Contract Year (the “PODelivery Schedule”), (iii) the requested location for delivery, (iv) the requestedmethod of delivery, and (v) such other information as may reasonably be required byCompex. Any other terms in Bionicare’s purchase order are considered void and deleted.Bionicare shall deliver an additional, revised Purchase Order covering each ContractYear during the term of this Agreement by April 1 next preceding such Contract Year,each of which shall contain a PO Delivery Schedule with respect to such Contract Year.Each Purchase Order shall be subject to review and acceptance by Compex and shall, onceaccepted, be binding as set forth herein. Each Purchase Order shall be binding andnon-cancelable with respect to the first three months of Product set forth in the PODelivery Schedule.  b) By the 15th day of each month, commencing with July 15, 2005,Bionicare shall provide to Compex a revised delivery schedule (a “Revised DeliverySchedule” and together with the PO Delivery Schedule, a “Delivery Schedule”) withrespect to the four calendar months commencing with the first day of the first monthafter such Delivery Schedule is due. Such Revised Delivery Schedule shall be bindingon, and noncancellable by, Bionicare with respect to the first three months of Productscheduled for Delivery as set forth therein. To the extent that such Revised DeliverySchedule sets forth increased scheduled delivery for Product during the first monthcovered thereby (the “Overlap Month”), Compex will use its reasonable commercialefforts to satisfy such scheduled deliveries, but shall not be obligated to delivermore Product with respect to such Overlap Month than was scheduled in the nextpreceding Delivery Schedule.  c) Bionicare shall not be entitled to reschedule the delivery of any Product forwhich the Purchase Order has become binding, including specifically the first threemonths of deliveries under the PO Delivery Schedule, and the first three months ofdeliveries under any revised Delivery Schedule. To the extent Compex shall shipProduct in accordance with such Delivery Schedule, Bionicare shall be fully liable forpayment in accordance with Section 6. No requested delivery delay on any orderpreviously accepted by Compex will be effective unless acknowledged in writing byCompex. Compex shall have the right to cancel any order placed or delay shipmentthereof if Bionicare fails to make payment due Compex, or if actions or omissions onthe part of Bionicare caused a delay in Compex’ performance.  d) Bionicare acknowledges that the Products incorporate Compex Technology and thatCompex has and will devote considerable resources to integrating the Products with theBionicare Technology. Accordingly, Bionicare agrees that Bionicare will purchase itsentire supply of Products, and any replacement products, from Compex. For suchpurposes, “replacement products” means any product that replaces a Product that hasbeen discontinued, or that provides effectively the same functions as a Product andwhich substantially diminishes sale of the Product after introduction.**4.****Pricing** a) The prices for the Products initially shall be as set forth in Exhibit A forthe quantities specified in each Purchase Order, provided, however, that if at any timeduring a Contract Year, Bionicare (i) submits a Delivery Schedule that causes thescheduled deliveries of Product to total, on a cumulative basis from the first day ofsuch Contract year, less than the cumulative scheduled deliveries set forth in the PODelivery Schedule through that date in the Contract Year, or (ii) Bionicare fails totimely pay any invoice in accordance with Section 6, then the prices for all Productdelivered from the beginning of such Contract Year shall be the price set forth inExhibit A assuming the Purchase Order related to the smallest quantity of Product setforth in Exhibit A, and Bionicare shall immediately pay to Compex the differencebetween the purchase price actually paid for Product invoiced during such Contact Year,and the product of such revised purchase price and all such Product invoiced. For theavoidance of doubt, if either of the events set forth in (i) or (ii) above occur, theprice of the Products shall change
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   retroactively for all Product shipped during the Contract Year. All prices are statedand shall be paid in United States Dollars. Compex may increase the price of theProducts annually during the Initial Term, and prior to any Renewal Term, on 60 daysnotice to Bionicare, but only to the extent its cost of manufacture of the Products hasincreased. Any such notice shall be accompanied by information sufficient for Bionicareto determine the reasons for such increase in cost of manufacture.  b. Unless otherwise agreed to in writing by Compex, all prices are quotedexclusive of transportation and insurance costs, and all taxes, duties and assessments(except taxes levied against Compex’ income) including state and local use, sales,property and similar taxes. Bionicare agrees to pay such taxes, unless Bionicare hasprovided Compex with (i) an exemption resale certificate in the appropriate form forthe jurisdiction of Bionicare’s place of business and any jurisdiction to which Productis to be directly shipped, or (ii) written evidence that such sale is otherwise exemptfrom such taxes. In the event Compex is required to pay any tax or transportationcharges, Bionicare shall reimburse Compex. When applicable, such transportation andtaxes shall appear as separate items on Compex’ invoice.**5.** **Shipments** (a) *Method*. All shipments will be made F.O.B. Compex’ plant. Delivery will bedeemed complete and risk of loss or damage to the Products will pass to Bionicare upondelivery to the carrier, the carrier acting exclusively as Bionicare’s agent. Thecarrier will be selected by Compex in the absence of specific instructions byBionicare. In no event shall Compex be liable for any delay in delivery, or assume anyliability in connection with shipment. All claims for damages must be filed with thecarrier. Unless otherwise agreed in writing, all Products will be packaged, packed andshipped in accordance with Compex’ normal practices.  (b) *Delivery*. All shipping dates are estimates only. Shipments may be made ininstallments. Compex shall be excused from performance, in whole or in part, caused bythe occurrence of any contingency beyond Compex’ reasonable control, including but notlimited to, war, judicial action, labor dispute, accident, default of suppliers, fire,act of God, shortage of labor fuel, raw material or machinery or technical or yieldfailures, where Compex has exercised commercially diligent efforts in the preventionthereof.**6.** **Terms of Payment** a. *Separate Transactions*. Compex shall invoice each shipment separately as of thedate of shipment and shipment shall constitute a separate and individual contract. Allinvoices are due and payable thirty (30) days from date of invoice. Any invoice notpaid within thirty (30) days from the date of invoice shall bear interest at the lesserof one and one-half percent (1.5%) per month or the highest rate permissible underapplicable law.  b. *Approval*. Shipments, deliveries, and performance of work shall at all times besubject to the approval of Compex’ credit department and Compex may at any time declineto make any shipments or deliveries or perform any work except upon receipt of payment,or upon terms and conditions or security satisfactory to Compex. If shipments aredelayed by Bionicare, payment shall become due, at Compex’ option, thirty (30) daysafter the date Compex is prepared to make shipment. Compex reserves the right toestablish and/or change credit and payment terms extended to Bionicare when, in Compex’sole opinion, Bionicare’s financial condition or previous payment record warrants suchaction.  c. *Security Interest*. Bionicare hereby grants and Compex retains a purchase moneysecurity interest in each Product furnished under any purchase order accepted underthis Agreement, and any proceeds thereof, until the full purchase price thereof hasbeen paid in full. Bionicare agrees that Compex may perfect such security interest andthat Bionicare will promptly execute any documents necessary to perfect such securityinterest, upon Compex’ request.
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 d. *Inspection*. Unless otherwise specified and agreed in writing, the Productsshall be subject to Bionicare’s standard inspection at the place of manufacture. If bymutual agreement Bionicare is to inspect at the place of manufacture, such inspectionshall be conducted so as not unreasonably to interfere with Compex’ operations, andBionicare’s conclusive approval or rejection shall be made before shipment.  e. *Acceptance*. Bionicare may, at Bionicare’s sole option and expense, conductincoming inspection and acceptance tests. The Product shall be deemed accepted byBionicare unless Compex receives written notice of defect as to any Product withinthirty (30) days of shipment. In the event the Products appear not to conform,Bionicare shall immediately notify Compex and afford Compex a reasonable opportunity toinspect the material at Bionicare’s plant. No Products shall be returned withoutCompex’ prior written consent.**7.** **Confidentiality/ Ownership of Intellectual Property****.** a) Compex hereby acknowledges that the Bionicare Technology is the sole andexclusive property of Bionicare and Bionicare acknowledges that the Compex Technologyis the sole and exclusive property of Compex. Bionicare hereby provides to Compex anonexclusive license during the term of this Agreement to manufacture for sale toBionicare, the Products using the Bionicare Technology. Compex hereby provides toBionicare during the term of this Agreement, a nonexclusive license under the CompexTechnology to distribute, market and resell the Products.  b) Any invention or trade secret hereafter developed by Bionicare or its personnelshall be the sole and exclusive property of Bionicare. Bionicare will pay all expensesrelating to the securing and maintaining of appropriate intellectual propertyprotection with respect to such inventions**.**Any invention or trade secret hereafterdeveloped by Compex or its personnel shall be the sole and exclusive property ofCompex. Compex will pay all expenses relating to the securing and maintaining ofappropriate intellectual property protection with respect to such inventions**.**  c) In the event that personnel of Compex and Bionicare jointly participate in aninvention or trade secret, such invention or trade secret, and the intellectualproperty related thereto shall be owned jointly by the Parties. Determination ofinventorship shall be made in accordance with U.S. patent laws. The Parties shalljointly share in the expenses of obtaining intellectual property protection of anyjoint invention.  d) Each party to this Agreement acknowledges and agrees that they have, prior tothe date of this Agreement, and will, after the Effective Time, disclose to the otherparty confidential and trade secret information relating to product design, softwarecode and other matters (collectively, “Confidential Information”). Each Party shalltake the same reasonable measures as it uses to protect its own confidentialinformation from the unauthorized disclosure or misuse to protect the other Party’sConfidential Information from unauthorized disclosure or misuse, including withoutlimitation, any disclosure by its employees, agents, contractors, permittedsublicensees, or consultants of the other Party’s Confidential Information. As usedherein, the term reasonable measures shall mean at least those measures a Party appliesto the protection of its own Confidential Information and the term misuse shall meanuse for any purpose other than as permitted or required hereunder. The terms of thisAgreement itself shall be deemed to be Confidential Information. In the event that aParty is required to disclose the content of this Agreement pursuant SEC requirementsor requirements of any securities exchange on which a Party’s share are listed andtraded, such Party shall use its reasonable efforts to obtain confidential treatment ofat least the following portions of the Agreement: (i) financial terms (such as alldollar amounts and price terms), (ii) quantities and (iii) time periods.
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 e) Notwithstanding any other provision in this Section 7, Bionicare and Compexjointly acknowledge that they both function in the market for the use of electricalstimulation for medical therapy or rehabilitation and that nothing in this Agreementshall create any presumption that any development of Bionicare has been made or isbased on the Compex Technology or that any development of Compex has been made or isbased on the Bionicare Technology.**8.** **Warranty, Repair And Indemnification** a) *Generally*. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED,STATUTORY, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON COMPEX’S PART.THIS WARRANTY IS FOR THE SOLE BENEFIT OF BIONICARE, AND NEITHER ASSUMES NOR AUTHORIZESANY OTHER PERSON TO ASSUME FOR COMPEX ANY OTHER LIABILITIES IN CONNECTION WITH THE SALEOF THE PRODUCTS. Compex warrants to Bionicare only that the Products delivered underthis Agreement will be free from defects in material and workmanship under normal useand service for a period of three (3) years from the date of shipment.  b) *Limitation*. Compex’s entire obligation under this Warranty and Bionicare’sexclusive remedy is limited, at Compex’s option, to replacing, repairing or givingcredit for, any non-conforming Product. In order to qualify for Warranty protection,all defective Products must be returned to Compex’s factory of origin, transportationcharges prepaid, and, after examination, be disclosed, to Compex’s sole satisfaction,to be thus defective and within this Warranty. Bionicare has no authority to extendthis Warranty to any other person or entity. This Warranty shall not apply to anyProducts which have been (i) repaired or altered, except by Compex, (ii) subjected tomisuse, negligence, or accident, or (iii) not handled or maintained in conformance withCompex’s handling, installation or operating instructions.  c) *Repair*. Any work or rework on Products which fall outside the Warranty setforth above, including repairs and remanufacture or service rental return, shall beperformed in accordance with this subsection (c). During the Term, Compex shallprovide remanufacturing services for Bio1000 devices, but not any accessories orperipherals, that are delivered to its manufacturing plant in New Brighton, Minnesota.Such remanufacturing services shall consist of: **•** An electronic test of the Product;  **•** A visual inspection of the Product;  **•** A cleaning of the product and , if provided, its carrying case;  **•** Labeling the Product and, if provided, its carrying case with a new serial number;  **•** Recordation of the serial number in Compex’s electronic database.   Such remanufactured product shall be specifically labeled as remanufactured and shall bere-delivered to Bionicare for the charges set forth in the attached Exhibit B.    Compex shall ship remanufactured Product that it has received and for which it hasperformed remanufacturing services in accordance with this subsection (c) to BionicareFOB Compex’s manufacturing plan, with invoice at time of shipment for theremanufacturing costs in accordance with Exhibit B. Compex may, at its election,include in Product originally shipped to Bionicare a prepaid return mailer for Productreturned for remanufacture, and to the extent a customer has used such prepaid mailer,Compex shall include the cost of postage for such prepaid mailer in the invoice toBionicare and Bionicare shall reimburse Compex for such postage. Bionicare shall payfor such remanufactured Product in accordance with Section 6.
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   Compex warrants remanufactured Product to the same extent as original Product as setforth in subsections (a) and subject to the limitations contained in subsection (b) ofthis Section 8 but only until the expiration of three years from the initial shipmentof such Product to Bionicare as a new product (and not the shipment as remanufactured),or until 90 days after shipment as remanufactured product , which ever is greater, andnot for a period of three years after the date of shipment of such remanufacturedProducts.  d) *Indemnification*. Bionicare agrees to indemnify, defend and hold harmlessCompex and its officers, directors and employees from and against any and all damages,liabilities, claims, costs, charges, judgments and expenses (including interest,penalties and reasonable attorneys’ fees) (collectively “Damages”) incurred by suchparty that arise out of or result from the design, sale, or use, or misuse of theProducts, excepting only Damages arising directly from a claim of design defect of theProduct that relate to the Product’s microprocessor as it relates to the control of thespecific functions of open lead detection, function key operation, user compliancesoftware, and liquid crystal display operation and the circuitry related to thosespecific microprocessor functions (such excepted Damages, the “Compex Defects” ) .Compex agrees to indemnify, defend and hold harmless Bionicare and its officers,directors and employees from and against Damages arising from a claim of design defectof the Product that is found, by final judgment, to be primarily attributable to theCompex Defects.  e) Each of Compex and Bionicare shall maintain comprehensive product liabilityinsurance policy with respect to the product in an amount of not less than $3,000,000per occurrence. Each party shall name the other party as an additional insured undersuch policy.**9.** **Regulation** a) *Regulatory Approvals*. Bionicare shall be responsible for all regulatoryapprovals relating to the distribution, marketing and sale of the Products. Bionicarerepresents and warrants to Compex that it currently has all such regulatory approvals,including, without limitation that it has received letters under Section 510(k) of theUnited States Food, Drug and Cosmetics Act indicating that the Products may be marketedand sold in the United States. Bionicare shall be solely responsible for labeling theproducts, all in compliance with Sections 201(k) and 201(m) respectively of the U.S.Federal Food, Drug and Cosmetics Act.  b) *Manufacturing*. Compex represents that its manufacturing facilities have beeninspected under the FDA’s QSR regulations, and that its manufacturing practices andfacilities currently comply with the QSR regulations and it maintains documents in themanner required by such regulations with respect to manufacturing, testing and controlactivities.  c) *Recalls*. Bionicare shall be responsible for initiating and reporting, andshall bear all costs and expenses of any recall of any Products and shall reimburseCompex for the reasonable, out-of-pocket costs incurred by Compex as a result of suchrecall, including the replacement cost of any Products affected thereby.**10.** **Termination** a) This Agreement may be terminated prior to the expiration of the term set forthin Section 1:(i) By either party for a material breach of this Agreement that has not beencured within 30 days of notice;(ii) By Compex if Bionicare fails to purchase the Products ordered pursuant toany Purchase Order;(iii) To the extent permitted by U.S. bankruptcy law, immediately upon writtennotice in the event of the bankruptcy or insolvency of the other Party.
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   Notwithstanding the foregoing, either Compex or Bionicare may cancel any obligation toprovide remanufacturing services in accordance with Section 8(c) at any time upon 90days notice; provided that Bionicare shall remain liable to Compex for any productremanufactured prior to such cancellation and for reimbursement of any postage onprepaid mailers charged after such cancellation.  b) Upon termination or expiration of this Agreement :(i) the licenses granted in this Agreement will immediately terminate, exceptingonly a license to Bionicare to sell Products purchased from Compex prior to suchtermination or expiration;(ii) Each party will immediately cease use of the other party’s Technology;(iii) Bionicare shall purchase, at Compex’s cost, all inventory parts and/orProduct, which is in Compex’s possession or Compex has agreed to purchase,documented by purchase orders, from suppliers to meet Bionicare’s ‘deliveryforecast’;(iv) each Party’s obligations under Section 7, and any unfulfilled obligationsunder Section 6, shall survive termination or expiration.**11.** **Relationship of the Parties**   The relationship between Compex and Bionicare is that of seller and buyer. **12.** **Governing Law**   This Agreement between Compex and Bionicare is to be governed by, construed and interpretedin accordance with the laws of the state of Minnesota USA. All claims, cause of action,lawsuits or other legal proceedings involving this Agreement shall be in a court ofcompetent jurisdiction or the Sate of Minnesota, USA. Bionicare waives any objection to suchvenue. **13.** **Notices**   Any notices relating to this Agreement shall be in writing and shall be deemed given whenmailed to the other party at its address set forth above or such other address as such partyshall have designated in writing. **14.** **Assignability**   This Agreement may not be transferred or assigned by Bionicare without the prior writtenconsent of Compex.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year firstwritten above.**Agreed to:**         **Compex Technologies, Inc.**   **Bionicare Medical Technologies, Inc.****1811 Old Highway 8**   **47R Loveton Circle****New Brighton, MN 55112**   **Sparks, MD 21152**         By:     By:                                  *Name (type or print)*   *Name (type or print)*              *Title*     *Title*           Date:     Date:           
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