Filed by sedaredgar.com - Meridian Co. Ltd. - Exhibit 10.1






***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/ Kadikoy-iSTANBULTURKiYE]
(“Distributor”). 

WHEREAS: 

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: 

1.        Definitions


          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 by Manufacturer;

          (e)      “Products”
means Lapex 2000 BCS;

          (f)     
“Qualified End-user” means a purchaser of a Product from Distributor; 




          (g)      “Term”
means the term of this Agreement set forth in section 15.1;

          (h)      “Territory”
means the Turkey only.

          (i)     
“Unit” means one Lapex 2000 BCS. 

2.        Grant of
Exclusive Distributorship 

2.1      Manufacturer hereby
appoints Distributor as the exclusive distributor of the Products in the
Territory, and Distributor hereby accepts such appointment, subject to the terms
and conditions of this Agreement. Manufacturer shall not sell or authorize the
sale of any Product within the Territory other than by or through Distributor
without the prior written consent of Distributor. 

2.2      Distributor shall not import,
export, purchase, sell or distribute any lines or products that directly compete
with the Products covered by this Agreement.

2.3      Distributor shall not have a
business relationship of any kind with a company that produces any goods that
compete or may compete with the Products.

2.4      Distributor shall not
directly or indirectly distribute the Product outside the Territory without the
prior written consent of Manufacturer. 

3.      Effective Date


          This
Agreement shall take effect on the Effective Date.

4.        Minimum
Purchase Requirements 

4.1      Distributor shall place the
following minimum orders during the Term of the Agreement: 

(a) *** Units in 1st
year of the Term, Year 2008; and

(b) *** Units in 2nd
year of the Term, Year 2009

4.2      The first purchase order
placed pursuant to this Agreement shall be for 10 Units and shall be issued
concurrently with the execution of this Agreement.

4.3      All purchase orders
shall be followed as Appendix-1 by distributor. 

4.4      All purchase orders for
any month shall be placed no later than the end of the prior month.

4.5      If Distributor is in
breach of the above covenants and such breach was not caused by the failure of
Manufacturer to timely ship Units, Manufacturer may, at its option, terminate
this Agreement or terminate Distributor’s status as an exclusive distributor in
the Territory.




5.        Pricing and
Payment Terms 

5.1      The Unit purchase price
hereunder shall be ***. 

5.2      All prices are based on
CIF Istanbul port or CIP Istanbul airport.

5.3      All orders shall be
accompanied by 100% pre-payment before shipment. 

          
(50% pre-payment with order, the rest of 50% pre-payment before shipment) 

5.4      Unless otherwise agreed
upon by Manufacturer, all payments hereunder shall be made by wire transfer
(Telegraphic transfer).

6.       Other Terms of
Sale 

      
   Manufacturer will ship all Products within Three(3) weeks
after receipt of purchase order together with 100% pre-payment.

7.      Custom Clearance, Import
Authorization, Etc. 

          Distributor
shall be responsible for all legal and regulatory issues respecting the import
and distribution of the subject matter of this Agreement, including custom
clearance, import authorization and regional regulatory approvals, except
Manufacturer shall be responsible for CE approval for the Product, at the
expense of Distributor. 

8.        Transfer of
Title, Risk of Loss, Etc. 

8.1      Risk of loss due to damage or
destruction of Products shall be borne by Distributor after delivery of Products
to Distributor. Confiscation, destruction, theft or other loss, or any damage
to, the Products will not diminish or release the liability of Distributor to
pay for Products, except where due to the negligence, intentional act or
omission to act, of Manufacturer. 

8.2      Distributor is responsible
for and will pay all transportation, delivery, insurance and other charges
associated with the Products after delivery of the Products to Distributor, and
any duties, clearance charges, and federal, state or value-added taxes which may
be applicable to the supply of the subject matter of this Agreement.




9.        Support


9.1      Distributor will
establish a customer service desk at the expense of Distributor and shall inform
all purchasers of the existence of the customer service desk with applicable
contact information. The customer service desk will be responsible for all
customer inquiries, including acting as a trouble shooting center. Manufacturer
reserves the right to monitor the effectiveness of the Distributor customer
service desk from time to time. To this end, Distributor will provide reasonable
access to its customer service personnel and operations upon request by
Manufacturer. If, in the reasonable opinion of Manufacturer, the quality of
service provided by the Distributor customer service desk has fallen below a
reasonably acceptable standard, Manufacturer shall give notice to Distributor
that service levels are unacceptable, with particulars of the presence or
absence of substandard service. Distributor shall be deemed to be in default
under the Agreement upon the giving of notice. Failure by Distributor to remedy
the problems cited in the notice within 30 days of the date of delivery of
notice, as per the provisions of section 15.2 of this Agreement, shall entitle
Manufacturer to its termination remedies under section 15.2. 

9.2      Distributor shall also
provide, at its sole expense, reasonable "after sale" support to Qualified
End-users.

9.3      Distributor shall
maintain customer complaint files pursuant to applicable regulatory
requirements. 

10.      Training 

10.1     Within 30 days of the Effective
Date, Manufacturer will provide to Distributor one complete day of “Train the
Trainer” training in Seoul, Korea. Each party will bear its own expenses
respecting travel, accommodation and other expenses related to the initial
training session. Manufacturer will provide any additional training services to
Distributor on a time and materials basis.

10.2     Distributor is solely responsible
for training Qualified End-users on the use of the Products and providing
certification of designated personnel of Qualified End-users.

10.3     Distributors shall submit to
Manufacturer for written pre-approval all written training materials to be
supplied by Distributors to Qualified End-users. Such approval will not be
unreasonably withheld. 

11.      Sales &
Marketing 

11.1     Distributor shall actively market
the Products in the Territory.

11.2     Distributor shall, provide and
maintain a proper and sufficient sales force.

11.3     Distributors shall submit to
Manufacturer for written pre-approval all written sales and marketing materials
to be used by Distributor.




11.4     Manufacturer shall, at its own
expense, provide Distributor with electronic copies of marketing and technical
information concerning the Products, brochures, instructional material,
advertising literature, and other Product data. Distributor is responsible for
reproducing this material at its own expense unless otherwise negotiated with
Manufacturer.

11.5     Manufacturer shall inform
Distributor of new product developments that are competitive with the Products
and other market information and competitive information as discovered by
Manufacturer from time to time.

11.6     Distributor shall neither
advertise the Products outside the Territory nor actively solicit sales from
purchasers located outside the Territory, without the prior written consent of
Manufacturer, except it may advertise the Products on its website(s) and solicit
sales from purchasers that call after visiting the website. If a potential
purchaser is located in a territory outside the Territory, Distributor will
provide the contact information to Manufacturer to pursue.

11.7     If and when Manufacturer receives
any inquiries regarding Products from a prospective buyer in the Territory,
Manufacturer will inform the prospective buyer that there is an authorized agent
in the Territory and will immediately forward to Distributor the contact
information for the prospective buyer.

12.      Reporting 

         
 Distributor shall provide quarterly reports for Units sales, inventory,
market trend and other information reasonably requested by Manufacture.

13.      Manufacturer’s
Trademarks 

13.1     During the Term of this Agreement,
Distributor may indicate to the public that it is an authorized distributor of
the Products and advertise (within the Territory) such Products under
Manufacturer's Trademarks. Nothing herein shall grant Distributor any right,
title, or interest in Manufacturer's Trademarks. At no time during or after the
Term of this Agreement shall Distributor challenge or assist others to challenge
Manufacturer's Trademarks or the registration thereof or attempt to register any
trademarks, marks or trade names confusingly similar to Manufacturer’s
Trademarks.

13.2     All presentations of
Manufacturer's Trademarks that Distributor intends to use shall first be
submitted in writing to Manufacturer for approval (which approval shall not be
unreasonably withheld and which approval shall be communicated to Distributor
within two business days of request) of design, color, and other details or
shall be exact copies of those used by Manufacturer.

13.3     Distributor shall not modify,
white label or delete the name, serial number, model number or trademark
attached to or marked on Products.

14.      No Partnership or
Joint Venture 




      
    Nothing contained in this Agreement shall be construed
to (i) give any party the power to direct and control the day-to-day activities
of the other, (ii) constitute the parties as partners, joint venturers,
co-owners or otherwise, or (iii) allow Distributor to create or assume any
obligation on behalf of Manufacturer for any purpose whatsoever. All financial
and other obligations associated with Distributor business are the sole
responsibility of Distributor. 

15.       Term and
Termination 

15.1     This Agreement shall be for a term
of three years commencing on the Effective Date, unless earlier terminated. 

15.2     This Agreement may be terminated:


          (a)     
at the option of either party if the other party materially defaults in the
performance or observance of any of its obligations hereunder and fails to
remedy the default within 30 days after the date of written demand therefor;

          (b)      at
the option of either party if the other party becomes insolvent or bankrupt or
makes an assignment for the benefit of creditors, or if a receiver or trustee in
bankruptcy is appointed for the other party, or if any proceeding in bankruptcy,
receivership, or liquidation is instituted against the other party and is not
dismissed within 30 days following commencement thereof; or 

          (c)      at
the option of Manufacturer, under section 4.4. 

15.3     Each party’s trademarks, trade
names, patents, copyrights, designs, drawings, formulas or other data,
photographs, demonstrators, literature, and sales aids of every kind shall
remain the property of that party. Within 30 days after the termination of this
Agreement, each party shall return all such items to the other party. Neither
party shall make or retain any copies of any confidential items or information
that may have been entrusted to it. Effective upon the termination of this
Agreement, each party shall cease to use all trademarks, and trade names of the
other party.

16.      Quality Inspection and
Warranty 

16.1     Upon receipt of Products,
Distributor or its agent shall inspect Products to ensure they meet
Distributor’s quality standards. If a Unit or any part thereof does not meet the
applicable quality standard, Manufacturer will replace the defective Unit or
part without charge.

16.2     Distributor shall provide written
notice of failure of a Unit to meet applicable quality standards within 30 days
of Distributor’s receipt of Unit.. The written notice shall provide a detailed
explanation of the deficiencies associated with the Unit.

16.3     Manufacturer warrants that, for a
period of one year from date of delivery, the Products supplied under this
Agreement will be free from defects resulting from defective 




materials or workmanship. Manufacturer will provide, at its
option and without charge, replacement parts or repairs for Products which fail
as a direct result of defective materials or workmanship with the warranty
period.

16.4    The warranties in sections 16.1 and
16.3 above are limited warranties and do not apply in the following
circumstances: 

          (a)      the
Product has been damaged by misuse, accident, negligence or failure to provide
and maintain the environmental requirements for such Product specified by
Manufacturer;

          (b)      the
Product has been damaged by modifications, alterations or attachments not
authorized by Manufacturer; or 

          (c)      the
Product has not been installed and operated in accordance with instructions of
Manufacturer. 

16.5   The warranties set forth in this
Agreement are the sole warranties made by Manufacturer with respect to the
Products, and Manufacturer makes no other warranties or representations, express
or implied, with respect to the Products. Manufacturer disclaims and excludes
any implied warranty of fitness for a particular purpose. Distributor
acknowledges that there are no warranties that extend beyond the warranties
described in this Agreement. 

17.       Confidentiality


          
The parties acknowledge that by reason of the relationship hereunder each party
will have access to certain information and materials concerning business plans,
pricing, discount conditions, customers, product specifications, technology, and
products that is confidential and of substantial value, which value would be
impaired if such information were disclosed to third parties. Neither party
shall use in any way for its own account or the account of any third party, nor
disclose to any third party, any such confidential information revealed to it by
the other party. In the event of termination of this Agreement, there shall be
no use or disclosure by either party of any confidential information. 

18.        Notices


18.1     All notices, requests or other
communication required or permitted to be given under this Agreement shall be
given in writing and shall be personally delivered, couriered or faxed and
addressed as follows: 

	 	(a) 	
      to Meridian Co. Ltd.

	 	 	 
	 		
      3F Poonglim Tech-one B/D, 273-10, Sungsu-Dong 2 Ga,
      Seongdong-Gu, Seoul, Korea








	 		
      Attention: Hyeon Seong Myeong 
Facsimile:
      82-2-2103-3333

	 	 	 
	 	(b) 	
      to Modem Co.

	 		
      [Egitim Mah. Poyraz Sok. Sadikoglu 1 i~ Mkz.
      Kat:1No:23Hasanpasa/ Kadikoy-iSTANBULTURKiYE]

	 	 	 
	 		
      Attention: [Atila Demiral] 
Facsimile: [+90216
      336 7400]



18.2     Any notice personally delivered
will be effective on the date of delivery and any notice sent by facsimile will
be effective on the day of transmission. 

18.3     Any notice delivered by courier
will be effective on the day of acknowledgment of written receipt of courier
delivery.

18.4     Any party may give written notice
of a change of address in the same manner, in which event such notice shall
thereafter be given to it as above provided at such changed address. 

19.        Limitation on
Liability 

19.1     The liability of Manufacturer for
any cause whatsoever, and regardless of the forms of action, whether in contract
or in tort, including negligence, shall be limited to the direct damage suffered
by the end user of the Product, and any damages payable by Manufacturer shall
not exceed the amount of money paid by Distributor to Manufacturer. 

19.2     Manufacturer shall not be liable
to any person for any special, indirect or consequential damage, including lost
profits, lost revenues, failure to realize expected savings, or other commercial
or economic losses of any kind, even if Manufacturer had been advised or the
possibility of such damage. 

19.3     In the event of termination by
either party in accordance with any of the provisions of this Agreement, neither
party shall be liable to the other, because of the termination, for
compensation, reimbursement or damages on account of the loss of prospective
profits or anticipated sales or on account of expenditures, investments, leases
or commitments in connection with the business or goodwill of Manufacturer or
Distributor.




20.        Reverse
Engineering 

            During
the Term of this Agreement and thereafter, Distributor shall not manufacture or
have manufactured any devices, components or assemblies utilizing the
intellectual property of Manufacturer.

21.        General


21.1     Waiver. The failure by a
party to require performance of another party of any provision hereof shall not
affect in any way nor derogate from the full right to require such performance
at any time thereafter, nor shall the waiver by a party of a breach of any
provision hereof be held to be a waiver of the provision itself. No breach shall
be excused unless such waiver or excuse of breach is in writing and signed by
the waiving or excusing party. No written waiver or excuse shall constitute a
waiver or excuse of any other or subsequent breach. 

21.2     Arbitration. All disputes,
controversies or differences which may arise between the parties out of in
relation to or in connection with this Agreement or for the breach thereof shall
be settled by arbitration in Seoul, Korea in accordance with the Commercial
Arbitration Rules of the Korean Commercial Arbitration Board and under the Law
of the Republic of Korea. The award rendered by the arbitrator shall be final
and binding upon the parties.

21.3     Translation. Regardless of
any executed translations of this Agreement (e.g. Korean version), this English
version of the Agreement shall have priority.

21.4     No Assignment. The rights
and obligations of Distributor under this Agreement may not be transferred or
assigned directly or indirectly.

21.5     Enurement. This Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns. 

21.6     Entire Agreement. This
Agreement supersedes any other agreements, either oral or written, among the
parties and contains all of the agreements among the parties pertaining to its
subject matter. The parties acknowledge that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party or
anyone acting on behalf of any party that are not embodied herein. No
modification hereof shall be effective unless in writing and signed by the
parties. 

21.7     Rights Cumulative. All
rights and remedies provided pursuant to this Agreement or by law shall be
cumulative, and no such right or remedy shall be exclusive of any other. A party
may pursue any one or more rights or remedies hereunder or may seek damages or
specific performance in the event of another party's breach hereunder or may
pursue any other remedy by law or equity, whether or not stated in this
Agreement. 




21.8     Purchase Orders. Any
purchase order issued in respect of this Agreement will be subject to the terms
and conditions of this Agreement and, in the event of any inconsistency between
this Agreement and such purchase order, this Agreement will govern unless
Manufacturer expressly in writing consents to a term of the purchase order
overriding this Agreement. If any purchase order introduces a term or condition
not covered by this Agreement, then Manufacturer shall not be bound by such term
of condition unless Manufacturer expressly in writing consents to such term or
condition. 

21.9     Governing Law. The laws of
the Republic of Korea shall govern this Agreement and the courts of the Republic
of Korea shall have exclusive jurisdiction over this Agreement and its
enforcement. 

21.10   Interest on Overdue Accounts. If
Distributor fails to pay for a purchase order on the due date, Manufacturer may
charge interest on the overdue amount, from the date such amount became due, at
the rate of the lesser of 1.5% per month, compounded monthly or the maximum
interest rate permitted by applicable law. 

21.11   Severability. If any provision of this
Agreement not essential to its principal objectives is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect without being
impaired or invalidated in any way, and each party agrees to interpret and apply
the Agreement to implement its intent to the extent permitted by law. 

21.12   Survival. All covenants and
obligations of the parties shall survive the termination of this Agreement. 

21.13   Currency. All references in this
Agreement to “dollars” or “$” are to US dollars, unless otherwise indicated.


21.14   Force Majeure. Under no circumstances
shall either party be responsible for damages resulting from delays or inability
to perform resulting from strike, accident, labor disputes or shortages,
voluntary or involuntary compliance with any law, order, rule or regulation of
government agency of authority, sabotage, acts of nature, fire, flood, plant
shutdown, equipment failure, freight embargo, war, civil disturbance, vendor
problems or any other cause beyond the reasonable control of the parties. The
party affected by such force majeure condition shall immediately notify
the other party of the existence of such condition. 




22.      THE PARTIES INTENDING TO BE
LEGALLY BOUND have executed this Agreement as of the date first written
above.

MERIDIAN CO. LTD. 
by its authorized signatory 

 

/s/ Hyeon Seung Myeong

__________________________________

 

Modem Co. 
by its authorized signatory 

 

/s/modem 
__________________________________




APPENDIX - 1 

Purchasing Schedule 


  	

        Month 	1st
        Quarter 	2nd Quarter 	3rd Quarter 	4th Quarter 	

        Total 
	Jan
      	Feb
      	Mar
      	 Apr 	May 	 Jun 	Jul 	 Aug 	 Sep 	Oct  	Nov
      	Dec
      
	Year 

        2007 	  	  	  	  	  	  	 	 	  	 	*** 	*** 	*** 
	Year 

        2008 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 
	Year 

        2009 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	*** 	***