Filed by sedaredgar.com - Meridian Co. Ltd. - Exhibit 10.6






***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.


 

MERIDIAN CO., Ltd 

and 

PROFIT CO.,LTD 

 

EXCLUSIVE DISTRIBUTION 

  AGREEMENT 

JAPAN

Dec. 2008 

Page 1 of 12




EXCLUSIVE DISTRIBUTION AGREEMENT 

THIS AGREEMENT dated as of 30th of December,
2008 

BETWEEN 

	1. 	
      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
      (the "Manufacturer"); and

	 	 
	2. 	
      PROFIT CO.,LTD a company incorporated under the laws of
      Japan (the "Distributor").

	 	 
		
      (Individually referred to as a “Party” and collectively
      as the “Parties”)



WHEREAS 

	A. 	
      Manufacturer is a manufacturer and distributor of medical
      devices, including the Product, 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 the
      Territory;

	 	 
	C. 	
      Manufacturer and Distributor wish to enter into this
      Agreement to appoint Distributor as the exclusive distributor of the
      Product in the Territory, subject to the terms and conditions of this
      Agreement.



NOW IT IS HEREBY AGREED as follows: 

1.     
Definitions 

          In
this Agreement, any terms not otherwise defined in the Agreement shall have the
following meanings: 

	 	
      “Delivery” 
	
      means the physical delivery by the Manufacturer and
      acceptance of the Product by the Distributor, which shall be at Incheon
      airport / Busan seaport or as agreed in writing between the Parties;
    

	 	 	 
	 	"Effective Date" 	means the date first written
      above; 
	 	 	 
	 	"FOB" 	means free on board the location
      indicated; 
	 	 	 
	 	"Product" 	means the LAPEX 2000 BCS series;
    
	 	 	 
	 	"Qualified End- user" 	means a purchaser of a Product
      from Distributor; 
	 	 	 
	 	"Term" 	means the term of this Agreement
      set forth in Clause 15.1; 
	 	 	 
	 	"Territory" 	means Japan Only.



Page 2 of 12





	 	"Trademarks" 	
      means all trademarks and trade names owned, adopted or
      licensed by Manufacturer; 

	 	  	
       

	 	"Unit" 	
      means one unit of the Product. 

	 	  	
       

	 	“PSS” 	
      means Profit Sharing System in payment which uses smart
      card in BCS Pro to share treatment fee from patient among
      Manufacturer(30%), Distributor(25%) and Customer(45%) as agreed.


	 	  	
       

	 	“MOU” 	
      Memorandum of Understanding which was made in 6th of Nov.
      2009 in Tokyo between Manufacturer and Distributor.





	2. 	
      Grant of Exclusive Distributorship

	 	 	 
	2.1. 	
      Manufacturer hereby appoints Distributor as the exclusive
      distributor of the Product 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 the
      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 Product
      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 with the
      Product.

	 	 	 
	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
      quantity”(hereunder ‘MOQ’) during the Term of the Agreement:

	 	 	 
		4.1.1. 	
      *** Units of BCS Pro in 1st year(2009)
      of the Term; and

	 	 	 
		4.1.2. 	
      *** Units of BCS Pro in 2nd year(2010)
      of the Term; and

	 	 	 
		4.1.3. 	
      *** Units of BCS Pro in 3rd year(2011)
      of the Term.

	 	 	 
	4.2. 	
      All future purchase orders by the Distributor shall be in
      accordance with the Purchasing Schedule, as detailed at Appendix
      1

	 	 	 
	4.3. 	
      All purchase orders for any quarter shall be placed no
      later than the end of the previous quarter.



Page 3 of 12





	4.4. 	
      If Distributor is in breach of the above covenants and
      such breach was not caused by the failure of Manufacturer to timely ship
      the Product, Manufacturer may, at its option, terminate this Agreement in
      accordance with the provisions of Clause 15.2.1.

	 	 
	5. 	
      Pricing and Payment Terms

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




	 	-	But, in case of *** units at once
      within MOQ, Manufacturer agrees to $*** up to *** units 
	 	-	If distributor orders over ***
      units in each year, the price of Unit shall be $*** with *** units at once
      as best. 



	5.2. 	
      All prices are based on FOB port of departure in Korea or
      FCA Korean airport.

	 	 
	5.3. 	
      All prices can be changeable depending on the external
      economic factors, such as the exchange rate, the price-hike of raw
      materials, oil prices, etc with no prior notice to distributor.

	 	 
	5.4. 	
      All orders shall be accompanied by 50% payment and the
      residue payment to be made upon confirmation of completion of the order
      after arriving in Port of Japan immediately.

	 	 
	5.5. 	
      Unless otherwise agreed upon by Manufacturer, all
      payments hereunder shall be made by wire transfer(Telegraphic
      Transfer).




	 	-	
      But, in case of PSS, distributor shall pay 50%($***) in
      advanced and the balance shall be paid by payment rule of PSS. 

	 	-	
      If Distributor ask to Manufacturer to pay the balance
      50%($***) by L/C(=Letter of Credit) not T/T, Manufacture agrees to L/C
      USANCE 60 days as greed in MOU. 




	6. 	
      Other Terms of Sale

	 	 
		
      Manufacturer shall ship all Products within four (4)
      weeks after receipt of purchase order together with 50% pre-payment and
      50% on order completion.

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



Page 4 of 12





	8.2. 	
      The Manufacturer hereby agrees to be liable for any
      detectible and obvious damage sustained by the Product prior to Delivery
      and any undetectable damage that occurred prior to Delivery but was only
      discoverable after Delivery in accordance with Clause 16.

	 	 
	8.3. 	
      Subject to Clause 8.2, Distributor is responsible
      for and shall pay all transportation, delivery, insurance and other
      charges associated with the Product after Delivery of the Product 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 shall 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 shall 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 shall 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 sixty 60 days of the date of
      Delivery of notice and shall entitle Manufacturer to its termination
      remedies under Clause 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.      Distributor is asked to
take the specific training program which Manufacturer shall nominate, which
shall help Distributor qualified enough to train End-users for clinical practice
successfully. 

	10.1. 	
      Distributor is solely responsible for training Qualified
      End-users on the use of the Product and providing certification of
      designated personnel of Qualified End-users.

	 	 
	10.2. 	
      Distributors shall submit to Manufacturer for written
      pre-approval all written training materials to be supplied by Distributors
      to Qualified End-users. Such approval shall not be unreasonably
      withheld.



Page 5 of 12





	11. 	
      Sales & Marketing

	 	 
	11.1. 	
      Distributor shall actively market the Product 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 Product, 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 Product and other market
      information and competitive information as discovered by Manufacturer from
      time to time.

	 	 
	11.6. 	
      Distributor shall neither advertise the Product 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 Product 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 shall provide
      the contact information to Manufacturer to pursue.

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

	 	 
	12. 	
      Reporting

	 	 
	12.1. 	
      Distributor shall provide quarterly reports for Unit
      sales, inventory, market trend and other information reasonably requested
      by Manufacturer.

	 	 
	12.2. 	
      Distributor shall provide the manufacturer with the
      clinical study or report of the product Quarterly base from the date of
      when the distributor bought a demo unit or the first lot of shipment from
      the manufacturer.

	 	 
	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 Product
      and advertise (within the Territory) such Product 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.



Page 6 of 12





	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
      Product.




	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 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 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 and shall be automatically renewable for
      further three (3) year periods, unless earlier terminated.

	 	 	 	 
	15.2. 	
      This Agreement may be terminated:

	 	 	 	 
		15.2.1. 	
      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 Sixty (60)
      days after the date of written demand therefore;

	 	 	 	 
			15.2.2. 	
      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

	 	 	 	 
			15.2.3. 	
      at the option of Manufacturer, under Clause
      4.5.

	 	 	 	 
	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.



Page 7 of 12





	16. 	
      Quality Inspection and
Warranty




	16.1. 	
      Upon receipt of Product, Distributor or its agent shall
      inspect Product to ensure they meet Distributor's quality standards. If a
      Unit or any part thereof does not meet the applicable quality standard,
      Manufacturer shall 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 Product supplied under this Agreement shall be free
      from defects resulting from defective materials or workmanship.
      Manufacturer shall provide, at its option and without charge, replacement
      parts or repairs for Product which fail as a direct result of defective
      materials or workmanship with the warranty period.

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




	 	16.4.1. 	
      the Product has been damaged by misuse, accident,
      negligence or failure to provide and maintain the environmental
      requirements for such Product specified by Manufacturer,

	 	 	 
	 	16.4.2. 	
      the Product has been damaged by modifications,
      alterations or attachments not authorized by Manufacturer; or

	 	 	 
	 	16.4.3. 	
      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 Product, and
      Manufacturer makes no other warranties or representations, express or
      implied, with respect to the Product. 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 shall 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.



Page 8 of 12





	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:




	 	18.1.1. 	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 3322 
	 	 	 
	 	18.1.2. 	to Profit Co. 
	 	 	 
			Address : A-203 Nayabashi-BLD 1-7-19
      Meieki-Minami,Nakamura- ku,Nagoya JAPAN 
	 	 	Attention : Mitsuhide Hata 
	 	 	Facsimile : +81 52 571 1808




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

	 	 
	18.3. 	
      Any notice delivered by courier shall 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.



Page 9 of 12





	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 proceedings shall be conducted in
      English and 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, 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 parry's breach hereunder or
      may pursue any other remedy by law or equity, whether or not stated in
      this Agreement.



Page 10 of 12





	21.8. 	
      Purchase Orders. Any purchase order issued in
      respect of this Agreement shall 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 shall 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. 	
      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.

	 	 
	21.11. 	
      Survival. The obligations of both Parties under
      Clauses 13, 14, 17 and 19 shall survive the
      termination of this Agreement.

	 	 
	21.12. 	
      Currency. All references in this Agreement to
      "dollars" or "$" are to US dollars, unless otherwise indicated.

	 	 
	21.13. 	
      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,
      terrorism, 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.



THE PARTIES INTENDINGTO BE LEGALLY BOUND have executed
this Agreement as of the date first written above: 


	MERIDIAN CO.,LTD. 	  
	by its authorized signatory: 	/s/
      Hyeong Seung Myeong 
	  	President, H. S. Myeong 
	Profit CO.,LTD 	  
	by its authorized signatories: 	/s/
      Mitsuhide Hata
	  	President Mitsuhide Hata




Page 11 of 12




APPENDIX 1 

Purchasing Schedule:


	  	Q
      1 	Q
      2 	Q
      3 	Q
      4 	Total 
	2009 	*** 	*** 	*** 	*** 	*** 
	2010 	*** 	*** 	*** 	*** 	*** 
	2011 	*** 	*** 	*** 	*** 	*** 



Page 12 of 12