Filed by sedaredgar.com - Meridian Co. Ltd. - Exhibit 10.5






***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.


MARKETING AND DISTRIBUTION AGREEMENT 

THIS AGREEMENT made as of the 1st, December 2008,
between: 

MERIDIAN CO. LTD., a company duly incorporated and
existing under the laws of the Republic of Korea and having its principal office
at 3F Poonglim Tech-One Bldg, 273-10, Seongsu-dong 2-ga, Seongdong-gu, 133-20,
Seoul, Korea 

(Hereafter referred to as the “Manufacturer”) 

AND 

MERIDIAN MEDICAL INC., a company duly incorporated and
existing under the laws of the Province of British Columbia and having its
principal office at Suite 300-2150 West Broadway, Vancouver, British Columbia,
Canada 

(Hereafter referred to as the “Distributor”) 

WHEREAS: 

          A. the
Manufacturer is engaged in the production of the Products (as defined
hereafter); 

          B. the
Distributor has the resources to effectively market, distribute and sell the
Products within the Territory (as defined hereafter) and desires to so market,
distribute and sell the Products within the Territory;

          C. the
Manufacturer wishes to provide the Distributor with the exclusive right to
market, distribute and sell the Products within the Territory; and 

          D. the
parties wish to formalize their relationship under the terms of this agreement;


IN CONSIDERATION of the mutual promises and covenants
hereinafter set forth, and for other good and valuable consideration, the
parties agree as follows: 

1. Definitions 

          (1) As
used in this agreement, the “Products” shall mean those items developed and/or
manufactured by the Manufacturer as are set forth on Schedule “A” annexed to and
made a part of this agreement, as well as any future items developed and/or
manufactured by the Manufacturer.

1




          (2) As
used in this agreement, the term “Territory” shall mean the countries of:
Canada, United States of America, Mexico and Columbia.

          (3) As
used in this agreement, the term “MAMI” shall mean the Manufacturer’s service
centre located in Los Angeles, California, United States of America. MAMI is a
subsidiary company of the Manufacturer, and it is there to deliver products and
technical support services throughout United States of America. 

2. Appointment as Exclusive Distributor of the Products


          (1) The
Manufacturer appoints the Distributor, and the Distributor accepts its
appointmen t, as the exclusive marketer and distributor of the Products in the
Territory to promote the sale of the Products and to distribute and sell the
Products. In the case of extraordinary business, the Ma nufacturer will act in a
concomitant manner by supplying technical cooperation and supporting, ( for
example: OEM, ODM, Government Base Project and Joint Ventures), and the
Distributor sha ll discuss with the Manufacturer about the process of these
types of business. 

          (2)
Unless otherwise terminated pursuant to the terms of this agreement, this
agreement shall remain in force for a period of seven (7) years from the date of
execution. Thereafter, this agreement will be automatically renewable for a
further seven (7) years, unless this agreement has been earlier terminated.
Furthermore, this agreement may be renewed upon the same or different terms upon
the mutual evaluation and agreement of the parties, in writing. 

3. Distributor's Obligations 

          The
Distributor shall warrant and undertake to: 

	 	(a) 	
      Technical Support: Provide first-line technical
      support for the installation and use of the Products and provide warranty
      service, provided however that the Manufacturer will provide parts as may
      be required in connection with such warranty service during the warranty
      period, and provided further that in the case of serious and/or un-
      repairable mechanical problems respecting any Product the Manufacturer
      will replace such Product at the Manufacturer’s sole cost and
    expense.

	 	 	 
	 	(b) 	
      Customer Service: Maintain adequate customer
      service respecting the Products.



4. Sub-distributors 

          The
Distributor may at any time and at its discretion appoint sub-distributors for
the Products within the Territory, provided that any agreement appointing a
sub-distributor shall be terminable at the option of the Manufacturer by the
Manufacturer in the event of the termination of this agreement.

2




5. Co-operation for International Business 

         
Manufacturer may co-operate with distributor for International Business in case
by case. For example, if the Distributor finds a new candidate in any particular
country, the Manufacturer may discuss with the Distributor, to achieve mutual
benefit for both parties. 

6. Manufacturer’s Obligations 

          The
Manufacturer shall: 

	 	(a) 	
      Supply Products: Supply Products under this
      agreement which shall be of first-class commercial quality and will meet
      all specifications which it releases in respect thereto.

	 	 	 
	 	(b) 	
      Sales Literature: Assist the Distributor by
      furnishing the Distributor with standard descriptive literature and
      standard information such as installation instructions, technical data and
      manuals as are necessary to promote the sale of the Products, and
      including trade advertisements and promotional literature.

	 	 	 
	 	(c) 	
      Technical Support: Provide technical support,
      training, training programs and all expertise as may be required to assist
      the Distributor in marketing and distributing the Products. MAMI will
      provide service and technical support for the United States of America,
      for all related manufactured products sold by the Distributor. The
      distributor agrees to discuss a formal relationship with MAMI under
      separate cover from this agreement within (30) days of mutual signing of
      this agreement.

	 	 	 
	 	(d) 	
      Sales Leads: Provide the Distributor promptly with
      all sales leads, inquiries or prospects received by or brought to the
      attention of the Manufacturer.

	 	 	 
	 	(e) 	
      Product Improvements: Advise the Distributor of
      all improvements and changes regarding the Products, and assist the
      Distributor in communicating such information to customers.

	 	 	 
	 	(f) 	
      Other Distributors: To the extent permitted by
      law, endeavour to prevent other appointed distributors and traders from
      selling the Products in the Territory.



3





	 	(g) 	
      Spare Parts: In support of the Distributor’s
      obligations under the laws of the Territory, provide the Distributor with
      all necessary replacement and spare parts for any Products sold by the
      Distributor. Shipments of such parts shall be in accordance with the
      reasonable instructions provided by the Distributor. The purchase price
      for such spare parts shall be the Manufacturer’s normal and usual selling
      price for such parts, but in no event shall be higher than the lowest
      price at which the Manufacturer sells or offers to sell such parts to any
      other distributor. This obligation shall survive the termination of this
      agreement for a period of one year following the termination of this
      agreement or until the Manufacturer appoints a new distributor, whichever
      occurs first.

	 	 	 
	 	(h) 	
      Certificates: Obtain at its sole cost and expense
      all necessary certificates for the Products to be sold in the Territory,
      provided that the Distributor will provide all reasonably necessary
      assistance to the Manufacturer in obtaining such certificates.

	 	 	 
	 	(i) 	
      Tools and Testing Equipment: Provide the
      Distributor with the specifications for, and upon request will sell and
      deliver to the Distributor, all tools and testing equipment required for
      the installation, service, repair and maintenance of the Products. The
      price to be charged by the Manufacturer for such tools and testing
      equipment shall be the direct cost of same to the Manufacturer.

	 	 	 
	 	(j) 	
      Technical Training: Where the Distributor is
      required to install service or maintain the Products, provide a full
      technical training course for suitable qualified technicians employed by
      the Distributor, at the time when this agreement is executed, or when any
      major modifications are made to the Products. Unless otherwise agreed in
      writing, such courses shall take place at the Distributor’s premises in
      English at such times as the Distributor shall determine. The Manufacturer
      shall be responsible for all travel expenses of such technicians including
      their return airfares to and from the Territory and their lodging while in
      the Territory and shall be responsible for providing at its expense
      accommodation and reasonable subsistence for the period of the
    course.



7. Right to Purchase Products 

          (1) As
the exclusive distributor of the Products in the Territory, the Distributor
shall have, during the term of this agreement, the right to purchase the
Products from the Manufacturer upon the terms and conditions set forth in this
agreement. 

          (2) The
Manufacturer represents and guarantees to the Distributor the continued
availability for sale of the Products. 

4




8. Price 

          (1) Once
the Manufacturer has executed the agreement, the purchase price of the Products
payable by the Distributor to the Manufacturer shall be as set out on Schedule
“A”. 

          (2) The
Distributor shall be free to sell the Products in the Territory at whatever
price it is able to obtain. 

9. Product Delivery 

          (1) All
deliveries of the Products shall be shipped by the Manufacturer from unspecified
ports in Korea to the port that the Distributor appoints in accordance with the
shipment schedule agreed upon by both parties, or CIF in California USA for all
United States Shipments and FOB Korean Port for all Canadian shipments. The
Manufacturer will notify the Distributor of any and all necessary shipping
information before each shipment to allow the Distributor to make necessary
arrangements for receipt and inland transportation of the shipped Products. Risk
of loss shall pass to the Distributor when the Products are received by
Distributor, at which point the Manufacturer shall be deemed to have completed
good delivery to the Distributor. Deliveries under this section shall be made by
means of a mutually agreed international carrier. 

          (2) The
Distributor, with its subdistributors, shall be responsible for all duties,
taxes, costs and procedures and compliance with all local laws, associated with
importing all material shipped to the Distributor under this agreement into the
country of destination. 

          (3) The
Manufacturer shall prepare all necessary export documentation (which shall
include all of the several papers and documents required by the Canadian
government or any office or agency thereof and all of the papers and documents
of a non-official or private nature which are customarily used for the export of
merchandise of Canadian origin to foreign countries such as, but not limited to
(a) bills of lading, (b) memoranda of shipment or shipping invoices, (c) packing
lists, (d) insurance certificate, (e) Commonwealth preference certificate, (f)
certificate of origin, (g) Canadian customs export entry, (h) consular visas,
(i) legalization by chambers of commerce or similar entities, and (j) notices of
date of departure of the shipments, and shall carry out the shipping
instructions which the Distributor will describe on each purchase order, in a
manner similar to if not the same as that in which it is presently processing
orders from and shipments to its foreign customers.

          (4) The
Distributor shall, not later than forty-five (45) days following receipt of any
of the Products, notify the Manufacturer of any discrepancies in the packing
list of such Products or any damages to the Products. Upon receiving any such
notice, the Manufacturer will be responsible for rectifying any claims made by
the Distributor under such notice. 

5




10. Payment 

          (1) The
Distributor shall pay each Manufacturer invoice for the Products within
*** days after the latter of receipt of such Products and the date of
invoice. 

          (2) If
the Distributor shall fail to pay any invoice for Products within the time
herein provided, the Manufacturer shall have the right to cancel any order(s) of
the Distributor for Products theretofore accepted, or to delay any further
shipments of the Products to the Distributor without any liability for loss or
damage of any kind incurred or occasioned by reason of any such cancellation or
delay.

11. Warranty 

          The
Manufacturer warrants to the Distributor that the Products shall be of
merchantable quality at the time of delivery to the Distributor. The
Manufacturer, at its option, and at its cost, shall replace or repair any
Products which fail to comply with such warranty or shall refund the purchase
price paid by the Distributor therefore. 

12. Insurance 

          The
Manufacturer shall maintain product liability insurance coverage on the
Products. A certificate of insurance shall be provided to the Distributor upon
the Distributor’s written request. 

13. Conferences and Trade Shows 

          If the
event that the Distributor and the Manufacturer agree to attend any trade shows
or conferences together, both parties will be responsible for providing the
required space at such trade shows or conferences and any materials related to
the Products. Each party will bear its own expenses for its respective
representatives travelling to and attending such trade shows or conferences.


14. Relationship of the Parties 

          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 ventures, 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 the
Distributor’s business are the sole responsibility of the Distributor.

6




15. Intellectual Property 

          (1) The
Manufacturer represents and warrants to the Distributor that it owns all of the
intellectual property (the “Intellectual Property”, which includes, but is not
limited to, international and domestic patents, licenses, registrations, rights,
engineering drawings, product specifications, related software, manufacturing
methods and materials, testing and acceptable methods, vendor filings and
related documents) in existence with respect to the Products as of the date
hereof. 

          (2) The
Manufacturer hereby agrees to grant the Distributor a perpetual exclusive
license to all Manufacturers’ the Intellectual Property. (a patent licence,
trade marks and copyright of the names used by the Manufacturer) for use by the
Distributor in all defined Territories present and future. 

          (3) The
Distributor is authorized but not obligated to describe, refer to and advertise
itself as an authorized exclusive distributor of the Products in the Territory.


          (4) The
Manufacturer agrees that the Distributor shall be entitled to distribute the
Products under its own or other trade name within the Territory. If the
Distributor distributes the Products under its own or other trade name, it shall
be responsible for all artwork, promotional brochures and price lists. 

          (5) In
the event that the Manufacturer: 

	 	(a) 	
      is in default in any material respect in the performance
      of any of its obligations under this agreement or otherwise commits any
      material breach of this agreement, and such default continues after thirty
      (30) days’ written notice from the Distributor to the Manufacturer stating
      the particulars of such default; or

	 	 	 
	 	(b) 	
      has bankruptcy or insolvency proceedings instituted by or
      against it, or the Manufacturer is adjudicated a bankrupt, becomes
      insolvent, makes an assignment for the benefit of creditors or proposes or
      makes any arrangements for the liquidation of its debts or a receiver or
      receiver and manager is appointed with respect to all or any part of the
      assets of the Manufacturer;



then the Manufacturer will grant the Distributor the Right of
First Refusal to purchase the Intellectual Property, as long as both parties
agree upon the fair market price. 

7




16. Infringement of Patents, Trade Marks and Copyrights


          (1) The
Manufacturer will defend the Distributor against a claim that the sale of any of
the Products infringes a patent, trade mark or copyright that is made under an a
mutual agreement in the Territory and the Manufacturer will pay resulting costs,
damages and legal fees finally awarded, provided that the Distributor promptly
notifies the Manufacturer in writing of the claim; and the Manufacturer has sole
control of the defence and all related settlement negotiations. 

          (2) If
such claim has occurred, or in the Manufacturer’s opinion is likely to occur,
the Distributor agrees to permit the Manufacturer at its option and expense,
either to procure the rights to continue offering the sale of the Products or to
replace or modify the Products so that they become non-infringing. 

17. Information 

          The
Manufacturer and the Distributor shall keep each other informed of all pertinent
matters affecting the operation of this agreement.

18. Termination 

          (1)
Either party may terminate this agreement without notice or other act if: 

	 	(a) 	
      the other party is in default in any material respect in
      the performance of any of its obligations under this agreement or
      otherwise commits any material breach of this agreement, and such default
      continues after thirty (30) days' written notice from the non-defaulting
      party to the defaulting party stating the particulars of such default;
      or

	 	 	 
	 	(b) 	
      bankruptcy or insolvency proceedings are instituted by or
      against the other party, or the other party is adjudicated a bankrupt,
      becomes insolvent, makes an assignment for the benefit of creditors or
      proposes or makes any arrangements for the liquidation of its debts or a
      receiver or receiver and manager is appointed with respect to all or any
      part of the assets of the other party.



          (2) Any
termination under this agreement (howsoever occasioned) shall automatically
operate as a cancellation of any deliveries of any of the Products to the
Distributor which are scheduled to be made subsequent to the effective date of
termination, whether or not any orders for the Products have been theretofore
accepted by the Manufacturer. All rights granted by the Manufacturer to the
Distributor shall immediately be relinquished by the Distributor. 

          (3)
Notwithstanding any such termination: 

	 	(a) 	
      All warranties set out in this agreement and all
      obligations of indemnification herein shall survive and continue to bind
      the parties for one (1) year after the date of
  termination;



8





	 	(b) 	
      The Distributor shall honour any remaining payment
      obligations set out in this agreement; and

	 	 	 
	 	(c) 	
      The Manufacturer agrees that it will continue to provide
      the Distributor with parts necessary to maintain operation of Products
      purchased by the Distributor, in accordance with this
  agreement.



          (4) ***


	 	(a) 	
      ***

	 	 	 
	 	(b) 	
      ***



19. No Post-Contractual Restrictions 

          Neither
party shall be subject to any obligation restrictive of competition, upon
termination of this agreement. 

20. Confidentiality 

          Each
party shall, during the term of this agreement, and thereafter, treat as
confidential the terms of this agreement and any and all information learned by
the other concerning the business or affairs of the other, subject to the
requirement to make disclosure of such information in accordance with applicable
laws or orders of regulatory authorities or courts of law. 

21. Dispute Resolution 

          All
disputes arising in connection with this agreement which cannot be settled
amicably through negotiation shall be settled in accordance with the Rules of
Conciliation and Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules. Any such
arbitration shall be held in Seattle, Washington, United States of America. The
decision rendered as a result of any such arbitration shall be final and shall
be binding on both parties.

22. Assignment 

          This
agreement and the rights granted to the Distributor hereunder are assignable,
either directly or indirectly, by the Distributor. 

9




23. Conformity with Local Laws 

          (1) Any
provision or provisions of this agreement which in any way contravene the law of
any state or country in which this agreement is effective, shall in such state
or country, to the extent of such contravention of law, be deemed severable and
shall not affect any other provision or provisions of this agreement. 

          (2) The
parties shall each at its own expense in its own country, take such steps, if
any, as may be required to satisfy the laws and requirements of the respective
country with respect to declaring, recording, or otherwise rendering this
agreement valid. 

24. Severability 

          The
invalidity or unenforceability of any provision of this agreement shall not
affect the validity or enforceability of any other provision. 

25. Extended Meanings 

          Words
importing the singular number include the plural and vice versa and words
importing gender include all genders. 

26. Interpretation not Affected by Headings 

          The
division of this agreement into paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this agreement. 

27. Time of the Essence 

          Time
shall be of the essence under this agreement. 

28. Applicable Law 

          This
agreement is made, executed, and delivered in Vancouver, British Columbia,
Canada, and any controversy arising hereunder or in relation to this agreement
shall be governed by and construed in accordance with the domestic laws of the
Province of British Columbia. 

10




29. Entire Agreement 

          This
agreement constitutes the entire agreement of all the parties with respect to
the subject matter hereof and, except as stated in this agreement and in the
instruments and documents to be executed and delivered pursuant to it, contains
all of the representations, undertakings and agreements of all parties
respecting the subject-matter. There are no representations, undertakings or
agreements of any kind between all the parties respecting the subject-matter
hereof except those contained in this agreement. 

30. Notices 

          (1) Any
notice or other documents required or permitted to be given hereunder shall be
in writing and shall be delivered, mailed by pre-paid registered mail, return
receipt requested or sent by facsimile transmission addressed to the party or
parties to whom it is to be given at the address shown below or at such other
address or addresses as the party or parties to whom such writing or document is
to be given shall have last notified all other parties hereto in accordance with
the provisions of this section: 

	 	(a) 	
      If to the Distributor at:

	 	 	 
	 		
      Meridian Medical Inc.

	 		
      Suite 300-2150 West Broadway 
Vancouver, British
      Columbia 
Canada 
Fax: 604.738.8117

	 		
      Email: rjk@meridianmedical.ca and
      abrazier@meridianmedical.ca

	 	 	 
	 	(b) 	
      If to the Manufacturer at:

	 	 	 
	 		
      Meridian Co. Ltd.

	 		
      3F Poonglim Tech-One Bldg., 273-10 
Seongsu-dong 2-ga,
      Seongdong-gu 
133-20, Seoul, Korea 
Fax: +82-2-2103-3333

	 		
      Email: saintmyeong@meridian.co.kr and
      inbpark@meridian.co.kr



          (2) Any
such notice or other document shall: 

	 	(a) 	
      if delivered, be deemed to have been given and received
      at the place of receipt on the date of delivery, provided that if such
      date is a day other than a business day in the place of receipt, such
      notice or document shall be deemed to have been given and received at the
      place of receipt on the first business day in the place of receipt,
      thereafter;



11





	 	(b) 	
      if transmitted by facsimile transmission or email, be
      deemed to have been given and received at the place of receipt on the next
      business day in the place of receipt, following the day of sending,
    and

	 	 	 
	 	(c) 	
      If mailed, be deemed to have been given and received at
      the place of receipt on the date of actual
receipt.



          (3) In
the event of postal disruption, such notices or documents must either be
delivered personally or sent by facsimile transmission or email. 

31. Amendment of Agreement 

          None of
the terms, conditions or provisions of this agreement shall be held to have been
changed, waived, varied, modified or altered by any act or knowledge of either
party, their respective agents, servants or employees unless done so in writing
signed by both parties. 

32. Waiver of Breach 

          No
waiver on behalf of any part of any breach of the provisions shall be effective
or binding on such party unless the same shall be expressed in writing and any
waiver so expressed shall not limit or affect such party's rights with respect
to any future breach of any of the provisions of this agreement. 

33. Further Assurances 

          Each of
the parties covenants and agrees that he, his heirs, executors, administrators,
successors and permitted assigns will execute such further documents and do and
perform or cause to be done and performed such further and other acts as may be
necessary or desirable from time to time in order to give full effect to the
provisions of this agreement. 

34. Successors and Assigns 

          This
agreement shall be binding on and ensure to the benefit of the successors and
assigns of both parties and all persons or corporations succeeding to or
acquiring the business now carried on by the Manufacturer or the Distributor.


35. Execution in Counterparts 

          This
agreement may be executed by the parties in as many counterparts as may be
necessary or by facsimile and each agreement or facsimile so executed shall be
deemed to be an original and, provided that all of the parties have executed a
counterpart, such counterparts together shall constitute a valid and binding
agreement. 

12




36. Entire Agreement 

          This
agreement signed by both parties and so initialled by both parties in the margin
opposite this paragraph constitutes a final written expression of all of the
terms of this agreement, is a complete and exclusive statement of those terms
repeals and replaces the previous marketing agreement dated June 1, 2004 between
the parties. 

          IN
WITNESS WHEREOF the parties have duly executed this agreement as of the date
first above written: 

MERIDIAN CO. LTD. 

 

 

/s/ HYEON-SEONG MYEONG

_________________________________________
By: HYEON-SEONG
MYEONG 
       PERSIDENT of MERIDIAN
(MANUFACTURER) 

 

 

MERIDIAN MEDICAL INC.

 

 

/s/ ROBERT KRZNARIC

_________________________________________
By: ROBERT
KRZNARIC
       C.E.O of MERIDIAN MEDICAL
INC. (DISTRIBUTOR) 

13




Schedule “A” 

Products and Pricing 

For the purposes of this agreement, “Products” shall mean the
following, and each of the Products shall have the prices indicated below: 

	 	(a) 	
      the Manufacturer’s LAPEX 2000 BCS and/or LipoLaser
      device;

	 	 	 	 
	 		(i) 	
      ***

	 	 	 	 
	 		(ii) 	
      ***

	 	 	 	 
	 	(b) 	
      the Manufacturer’s LAPEX BCS Pro device, or any
      other similar Product howsoever named by the Manufacturer;

	 	 	 	 
	 		(i) 	
      ***

	 	 	 	 
	 		(ii) 	
      ***

	 	 	 	 
	 	(c) 	
      the Manufacturer’s Digital Pulse Analyzer
  device;

	 	 	 	 
	 		(i) 	
      ***

	 	 	 	 
	 		(ii) 	
      ***

	 	 	 	 
	 	(d) 	
      And all other future items and products developed and/or
      manufactured by the Manufacturer, which shall have such prices as are
      mutually agreed to by the Manufacturer and the
  Distributor.



* All of the Products received from the Manufacturer will be
payable in USD (American) curre ncy. Any transactions made between the
Manufacturer and Distributor, now and in the future wil l be made also in USD
(American) currency.* 

1