Exclusive Supply Agreement, dated as of September 18, 2006, among Medtech Products
      Inc., Pharmacare Limited, Prestige Brands Holdings, Inc. and Aspen Pharmacare
      Holdings Limited


                                                                                            EXHIBIT
      10.2

     

    
 

     

    MEDTECH
      PRODUCTS, INC.

     

    AND

     

    PHARMACARE
      LIMITED

     

    AND

     

    PRESTIGE
      BRANDS HOLDINGS, INC. 

     

    AND

     

    ASPEN
      PHARMACARE HOLDINGS LIMITED

     

    ____________________________________________

     

    Exclusive
      Supply Agreement

     

    ____________________________________________

     

    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of Contents

     

    
      	1. 	PARTIES    .......................................................................................................................................................................................................	
              1

            
	2. 	RECITAL    .......................................................................................................................................................................................................	
               1

            
	3.	INTERPRETATION................................................................................................................................................................................................	
               1

            
	4. 	PREREQUISITE
              CONDITIONS............................................................................................................................................................................	
               11

            
	5.	FACILITY    .....................................................................................................................................................................................................	
               12

            
	6.	INTERIM PERIOD AND
              ALTAIRE.......................................................................................................................................................................	
               12

            
	7.	MATERIAL TERMS OF THE SUPPLY
              AGREEMENT.........................................................................................................................................	
               14

            
	7.1	     
              Supply.......................................................................................................................................................................................................	
               14

            
	7.2 	        
              Right of First
              Refusal...............................................................................................................................................................................	
               14

            
	7.3	        
              Purchase
              price/s.......................................................................................................................................................................................	
               15

            
	7.4	        
              Forecasts/Firm
              Orders.............................................................................................................................................................................	
               17

            
	7.5 	        
              Quantities of Supply and Exclusive
              Purchase..........................................................................................................................................	
               18

            
	7.6	        
              Delivery....................................................................................................................................................................................................	
               19

            
	7.7	        
              Specifications...........................................................................................................................................................................................	
               19

            
	7.8	        
              Acceptance of
              Delivery............................................................................................................................................................................	
               20

            
	7.9 	         Terms
              of
              Sale............................................................................................................................................................................................	
               21

            
	7.10	        
              Medtech's Intellectual
              Property...............................................................................................................................................................	
               22

            
	
              7.11

            	               Manufacturing
              Issues...............................................................................................................................................................................	
               23

            
	7.12	        
              Product Optimization and Line
              Extensions.............................................................................................................................................	
               24

            
	7.13	        
              Adverse Drug Reaction, Competent Authorities and Product
              Recall......................................................................................................	
               25

            
	7.14	        
              Delivery of Know-How and Intellectual
              Property...................................................................................................................................	
               25

            
	7.15	        
              Warranties by
              Medtech............................................................................................................................................................................	
               26

            
	7.16	         Strategic
              Plan...........................................................................................................................................................................................	
               27

            
	7.17	        
              Regulatory
              Support..................................................................................................................................................................................	
               27

            
	7.18	        
              Liability....................................................................................................................................................................................................	
               28

            
	7.19  	        
              Remedies...................................................................................................................................................................................................	
               29

            
	7.20	               Subcontracting.........................................................................................................................................................................................	
               33

            
	7.21	              
              Sale of Business by
              Medtech.....................................................................................................................................................................	
               33

            
	8.	EFFECT OF TERMINATION OR
              EXPIRATION..................................................................................................................................................	
               33

            
	9.	CONFIDENTIALITY..............................................................................................................................................................................................	
               34

            
	10. 	RELATIONSHIP OF
              PARTIES..............................................................................................................................................................................	
               35

            
	11.	ASSIGNMENT........................................................................................................................................................................................................	
               35

            
	12.	FORCE
              MAJEURE..................................................................................................................................................................................................	
               35

            
	13.	GOVERNING LAW AND
              JURISDICTION...........................................................................................................................................................	
               36

            
	14.	NOTICES................................................................................................................................................................................................................	
               36

            
	15.	ANNOUNCEMENT...............................................................................................................................................................................................	
               37

            
	16. 	PRESTIGE
              SURETYSHIP.......................................................................................................................................................................................	
               37

            
	17.	ASPEN
              SURETYSHIP............................................................................................................................................................................................	
               38

            
	18.	AFFILIATES............................................................................................................................................................................................................	
               40

            
	19. 	COSTS.....................................................................................................................................................................................................................	
               40

            


    

     

    
      	EXHIBIT A	-  Primary
              Packaging
              Schedules 	
              42

            
	EXHIBIT B	-  Products,
              Territory and
              Delivery Destination 	
               43

            
	EXHIBIT C	-  Quality
              Agreement 	
               44

            
	EXHIBIT D	-  Purchase
              Price/s 	
               52

            
	APPENDIX QA1	-  Product
              Names, Strengths
              and Sizes 	
               53

            
	 	 	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	1.         	
              PARTIES

            


    

     

    
      	1.1.      	
              Medtech
                Products, Inc., a Delaware Corporation having its principal place
                of
                business at 90 North Broadway, Irvington, New York, 10533, United
                States of America (“Medtech”);

            


    

     

    
      	1.2.      	
              Pharmacare
                Limited, a company registered and incorporated in the Republic of
                South
                Africa having its principal place of business at Building 8 Healthcare
                Park, Woodlands Drive, Woodmead, Johannesburg, Republic of South
                Africa
                (“Pharmacare”);

            


    

     

    
      	1.3.      	
              Prestige
                Brands Holdings, Inc., a Delaware Corporation having its principal
                office
                at 90 North Broadway, Irvington, New York 10533, United States of
                America
                (“Prestige”);

            


    

     

    
      	1.4.      	
              Aspen
                Pharmacare Holdings Limited, a company registered and incorporated
                in the
                Republic of South Africa having its principal place of business at
                Building 8 Healthcare Park, Woodlands Drive, Woodmead, Johannesburg,
                Republic of South Africa (“Aspen”).

            


    

     

    
      	2.         	
              RECITAL

            


    

     

    
      	2.1.      	
              Medtech
                and
                Pharmacare are entering into this supply agreement with regard to
                the
                manufacture and supply by Pharmacare of the products (as defined
                below) to
                Medtech and certain ancillary issues.
                This supply agreement is intended to be exclusive in the United States
                and
                Canada except as specifically provided herein. This supply agreement
                is
                not intended to be exclusive outside the United States and Canada
                unless
                specifically provided herein.

            


    

     

    
      	2.2.      	
              Pharmacare
                is a wholly owned subsidiary of
                Aspen.

            


    

     

    
      	2.3.      	
              Medtech
                is a wholly owned subsidiary of
                Prestige.

            


    

     

    
      	3.         	
              INTERPRETATION

            


    

     

         
      In this Supply Agreement -

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

              3.1.      

            	
                                                                                                      
                4

              clause
                headings are for convenience and shall not be used in its interpretation
                unless the context clearly indicates a contrary intention
                -

            


    

     

    
      	3.1.1.               	
              an
                expression which denotes the singular includes the plural and vice
                versa;

            


    

     

    
      	3.1.2.               	
              the
                following expressions bear the meanings assigned to them below and
                cognate
                expressions bear corresponding meanings
                -

            


    

     

    
      	3.1.2.1.                        	
              “this
                agreement”
                means this agreement and its Exhibits, as amended, from time to
                time;

            


    

     

    
      	3.1.2.2.                        	
              “adverse
                event”
                means any untoward medical occurrence that may present during treatment
                with a medicine, but which does not necessarily have a causal relationship
                with this treatment;

            


    

     

    
      	3.1.2.3.                        	
              “affiliate/s”
                means an entity, (whether or not incorporated and including without
                any
                limitation, a company, corporation, trust, partnership, joint venture
                or
                other association of persons) which, presently or in the
                future -

            


    

     

    
      	3.1.2.3.1.                                 	
              is
                owned or controlled by a party hereto by way of ownership, directly
                or
                indirectly, of 20% or more of such entity’s share capital or otherwise,
                and such an entity shall continue to be deemed an affiliate only
                as long
                as such ownership or control continues;
                or

            


    

     

    
      	3.1.2.3.2.                                 	
              owns
                or controls a party hereto by way of ownership, directly or indirectly,
                of
                20% or more of such party’s share capital or otherwise, and such an entity
                shall continue to be an affiliate only for so long as such ownership
                or
                control continues;

            


    

     

    
      	3.1.2.4.                        	
              “Altaire”
                means Altaire Pharmaceuticals Inc., a Delaware Corporation having
                its
                principal place of business at 91-1 Colin Drive, Holbrook, New York
                11741,
                Voice 516-472-8186; Fax
                516-472-8256;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                                                            

    
      	 	                                                                                     5


      	 	 


      	3.1.2.5.                        	
              “applicable
                laws”
                means in relation to any person or entity, all or any laws compliance
                with
                which is mandatory for that person or
                entity;

            


    

     

    
      	3.1.2.6.                       	
              “bulks”
                means bulk batches of the manufactured products prior to their primary
                packaging;

            


    

     

    
      	3.1.2.7.                       	
              “current
                good manufacturing practice or cGMP’s”
                means the regulatory and other standards of good manufacturing practice
                relating to the manufacture of medicinal products as directed in
                the Code
                of Federal Regulations 21 CFR, Parts 210 and 211 and the Guidance
                for
                Industry: cGMP’s;

            


    

     

    
      	3.1.2.8.                       	
              “commission/commissioned”
                means the stage at which government or regulatory authority has been
                granted and the facility is capable of commencing manufacture of
                the
                products;

            


    

     

    
      	3.1.2.9.                       	
              “confidential
                information”
                means information of a confidential and proprietary nature as defined
                in
                clause
                9;

            


    

     

    
      	3.1.2.10.                     	
              “effective
                date”means
                the date upon which this agreement is signed by the party which signs
                it
                last in time;

            


    

     

    
      	3.1.2.11.                     	
              “exclusive
                supply term”
                means the period commencing on 1 January 2009 and terminating on 31
                December 2013 and the extended period/s (if
                any);

            


    

     

    
      	3.1.2.12.                     	
              “extended
                period/s”
                has the meaning given to that term in clause
                3.1.2.44;

            


    

     

    
      	3.1.2.13.                     	
              “ex-works”
                means ex-works as determined in accordance with INCOTERMS
                2000;

            


    

     

    
      	3.1.2.14.                     	
              “facility”
                means the eye drop manufacturing facility which is in the process
                of being
                constructed by Pharmacare in Port Elizabeth, Republic of South Africa,
                for
                the purposes of, inter
                alia,
                manufacturing the products;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                                  6


      	 	 


      	3.1.2.15.                     	
              “FDA”
                means the United States Department of Health and Human Services,
                Food and
                Drug Administration;

            


    

     

    
      	3.1.2.16.                     	
              “firm
                order”has
                the meaning given to that term in clause
                7.4;

            


    

     

    
      	3.1.2.17.                     	
              “firm
                order period”
                has the meaning given to that term in clause
                7.4;

            


    

     

    
      	3.1.2.18.                     	
              “force
                majeure event”
                means an event which interferes with the ability of a party to perform
                its
                obligations or duties under the supply agreement which is not within
                the
                reasonable control of the party affected, not due to malfeasance,
                and
                which could not with the exercise of due diligence have been avoided,
                including fire, accident, labour difficulty, strike, riot, civil
                commotion, act of God, delay or change in
                law;

            


    

     

    
      	3.1.2.19.                     
              	
              “governmental
                or regulatory authority”
                means any court, tribunal, arbitrator, agency, commission, official,
                department, inspectorate, ministry, parliament or public or statutory
                person or other instrumentality of any relevant country, state, province,
                county, city or other political subdivision having jurisdiction over
                any
                of the activities contemplated by the supply agreement and for the
                avoidance of doubt shall include the
                FDA;

            


    

     

    
      	3.1.2.20.                     	
              “interim
                period”
                means the period from the effective date until 31 December
                2008;

            


    

     

    
      	3.1.2.21.                     	
              “intellectual
                property”
                means the body of technical information that is secret and substantial
                and
                comprises the formulae, specific manufacturing and packaging instructions
                (including but not limited to information, formulations, instructions,
                specifications and methods of quality control) but excluding the
                trademarks and patents;

            


    

     

    
      	3.1.2.22.                     	
              “inventory”
                means raw materials and packaging components for the
                products;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             7


      	 	 


      	3.1.2.23.                     	
              “know-how”
                means the scientific and technical practices developed or owned by
                Medtech
                that are secret and substantial as well as any knowledge or the right
                to
                have the knowledge relating to the intellectual property imparted
                and
                comprises techniques and processes which are inherent and necessary
                to
                manufacture the products so as to enable Pharmacare to so manufacture
                the
                products;

            


    

     

    
      	3.1.2.24.                     	
              “laws”
                means all laws, statutes, rules, regulations, ordinances, guidelines
                and
                other pronouncements having the effect of law of any relevant governmental
                or regulatory authority;

            


    

     

    
      	3.1.2.25.                     	
              “latent
                defect”
                means a defect (a) existing at the time of receipt of the products
                by
                Medtech which is not discovered by visual inspection of the products
                by
                Medtech (or could not have been discovered by visual inspection in
                accordance with clause
                7.8.1
                of
                this agreement); but excluding (b) (i) a defect arising after the
                transfer
                of risk in the products including a defect resulting from the storage,
                handling or transport of the products following the transfer of risk;
                and
                (ii) a defect which is attributable to any specifications or instructions
                received from Medtech;

            


    

     

    
      	3.1.2.26.                     	
              “manufacture”means
                all the activities relating to the production of each product spanning
                from purchasing the inventory to production, quality control and
                assurance, filling, labelling, packaging and finishing, release,
                holding
                and storage and the tests and analyses conducted in connection
                therewith;

            


    

     

    
      	3.1.2.27.                     	
              “manufacturing
                authorisation”
                means the authorisation to manufacture the products as granted by
                the
                relevant governmental or regulatory
                authorities;

            


    

     

    
      	3.1.2.28.                     	
              “marketing
                authorisation”
                means those product licences and product authorisations relating
                to the
                products which enable the sale of the products in any part of the
                territory as granted by the relevant governmental or regulatory
                authorities;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                     8


      	 	 


      	3.1.2.29.                     
              	
              “Medtech’s
                requirements of the products”
                means the total volume of the products which Medtech and/or its
                affiliates, directly or indirectly, market, distribute and/or sell
                in the
                territory;

            


    

     

    
      	3.1.2.30.                     	
              “party”
                means either Medtech or Pharmacare and “parties”
                shall mean both Medtech and
                Pharmacare;

            


    

     

    
      	3.1.2.31.                     	
              “patents”means
                any unexpired and otherwise valid patent issued by the United States
                Patent and trademark Office licensed, owned or applied for by Medtech
                or
                its affiliates pertaining to the products and used in their
                manufacture;

            


    

     

    
      	3.1.2.32.                     	
              “primary
                packaging”
                means the packaging that constitutes the final packed individual
                product
                unit in a form suitable for sale to retailers which, as at the effective
                date, consist of the packaging specifications set out in
                Exhibit
                A;

            


    

     

    
      	3.1.2.33.                     	
              “prime
                rate”
                means the minimum overdraft rate (percent per annum, compounded monthly)
                from time to time published by the Standard Bank of South Africa
                Limited
                as being its minimum overdraft rate to its prime customers in the
                private
                sector, as certified by any manager of that bank, whose designation
                need
                not be proved;

            


    

     

    
      	3.1.2.34                   	
                
                “product”means
                the products described in column
                1
                of
                Exhibit
                B;

            


    

     

    
      	3.1.2.35.                     	
              “quality
                agreement”means
                the quality agreement which stands to be executed between the parties
                in
                relation to the delineation of technical and quality assurance
                responsibilities of the parties, which agreement will be substantially
                in
                accordance with the pro-forma quality agreement, annexed hereto marked
                Exhibit
                C;

            


    

     

    
      	3.1.2.36.                     	
              “regulatory
                support”
                means the allocation, in the Republic of South Africa, of one suitably
                qualified representative of Pharmacare to assist Medtech in undertaking
                the compliance activities and processes relating to the maintenance
                and
                updating

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                     9


      	 	 


      	               	of the marketing authorisations in so far as the activities relate
              to
              the purchasing of inventory, production, quality control and assurance,
              filling, labelling, packaging and finishing, release, holding and storage
              of the products; under the direct supervision, instruction and control
              and
              at the risk of Medtech and which includes the grant of the rights of
              use
              to Medtech of Pharmacare’s equipment and consumables incidental
              thereto;


    

    
      	 	 


    

    
      	3.1.2.37.                     	
              “rolling
                forecast”
                has the meaning given to that term in clause
                7.4.1;

            


    

     

    
      	3.1.2.38.                     	
              “secondary
                packaging”
                means the packaging that constitutes the outer packaging (including
                but
                not limited to shrink wrap and pallets) used to transport and store
                the
                products;

            


    

     

    
      	3.1.2.39.                     	
              “serious
                adverse event”
                means any untoward medical occurrence that at any
                dose:

            


    

     

    
      	3.1.2.39.1.                              	
              results
                in death;

            


    

     

    
      	3.1.2.39.2.                              	
              is
                life-threatening, in that the patient is at risk of death at any
                time of
                the event;

            


    

     

    
      	3.1.2.39.3.                              	
              requires
                patient hospitalisation or prolongation of existing
                hospitalisation;

            


    

     

    
      	3.1.2.39.4.                              	
              results
                in persistent or significant disability/incapacity;
                or

            


    

     

    
      	3.1.2.39.5.                              	
              results
                in a congenital abnormality/birth
                defect;

            


    

     

    
      	3.1.2.40.                     	
              “specifications”
                means the specifications applicable to the products as recorded in
                their
                respective marketing
                authorisations;

            


    

     

    
      	3.1.2.41.                     	
              “stability
                services”
                means all activities and processes necessary to validate the products
                shelf life in accordance with the stability protocol recorded in
                the
                technical agreement;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                     10


      	 	 


      	3.1.2.42.                     	
              “strategic
                plan”
                means the strategic plan referred to in clause
                7.16;

            


    

     

    
      	3.1.2.43.                     	
              “territory”
                means the United States and Canada. The territory may be expanded
                or
                contracted from time to time by written agreement between the
                parties;

            


    

     

    
      	3.1.2.44.                     	
              “term”
                means the period commencing on the effective date and terminating
                on 31
                December 2013 (“the initial period”) which agreement will be automatically
                extended for consecutive periods of 5 (five) years each (“the extended
                periods”) on the same terms and subject to the same conditions set out in
                the supply agreement unless either party gives the other party written
                notice of its intention to terminate the supply agreement, which
                notice
                shall be given at least 18 (eighteen) months prior to the expiry
                of the
                initial period or any of the extended periods (as the case may
                be);

            


    

     

    
      	3.1.2.45.                      	
              “trademarks”
                means Medtech’s name and logo and other trademarks (including but not
                limited to Murine and Clear Eyes) it wishes to include on the
                products;

            


    

     

    
      	3.1.2.46.                      	
              “validation/validated”
                means the process of establishing documented evidence which produces
                a
                high degree of assurance that a specific process will consistently
                produce
                the bulks in a form which will meet their pre-determined specifications
                and quality attributes.

            


    

     

    
      	4.        	
              PREREQUISITE
                CONDITIONS

            


    

     

    
      	4.1.      	
              This
                agreement (other than 1, 2, 3, this 4 and 9 to 19, by which the parties
                shall immediately be bound) is subject to fulfilment of the prerequisite
                antecedent conditions that by no later than midnight (South African
                time)
                on 21 September 2006 -

            


    

     

    
      	4.1.1.               	
              the
                board of directors of Aspen approves the transaction contemplated
                in this
                agreement; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         11


      	 	 


      	4.1.2.               	
              the
                board of directors of Prestige approves the transaction contemplated
                in
                this agreement.

            


    

     

    
      	4.2.      	
              Each
                of the parties shall, insofar as may be applicable, use all reasonable
                commercial endeavours to procure the fulfilment of the prerequisite
                conditions.

            


    

     

    
      	4.3.     	
              Each
                of the prerequisite conditions are expressed to be for the benefit
                of both
                parties and may be waived only by unanimous written agreement between
                the
                parties at any time prior to the date for the fulfilment thereof,
                provided
                that such waiver is competent in terms of the applicable
                laws.

            


    

     

    
      	4.4.      	
              The
                parties shall be entitled to extend the time period for the fulfilment
                of
                any of the prerequisite conditions by written agreement prior to
                the
                expiry of any time period for fulfilment of any of the unfulfilled
                prerequisite condition/s, provided that such extension of time is
                competent in terms of the applicable
                laws.

            


    

     

    
      	4.5.      	
              If
                any prerequisite condition is validly waived, it shall be deemed
                to have
                been fulfilled.

            


    

     

    
      	4.6.      	
              If
                any prerequisite condition is not fulfilled for any reason other
                than as a
                result of a breach of 4.2 -

            


    

     

    
      	4.6.1.               
              	
              the
                whole of this agreement (other than 1, 2, 3, this 4 and 9 to 19 by
                which
                the parties shall continue to be bound) shall have no force or effect;
                and

            


    

     

    
      	4.6.2.               	
              no
                party shall have any claim against any other in terms of this agreement
                except for such claims, if any, as may arise from a breach of any
                provision of this agreement by which the parties remain bound.
                

            


    

     

    
      	 5.         	
              FACILITY

            


    

     

    
      	  
              5.1.       	
              Pharmacare
                will construct and commission the facility so as to enable Pharmacare
                to
                manufacture the products in accordance with the terms and subject
                to the
                conditions set out in this
                agreement.

            


    

     

    
      	5.2.       	
              Pharmacare
                undertakes to use its best endeavours to procure
                that:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         12


      	 	 


      	5.2.1.                	
              by
                1 January 2008, the facility will be capable of commencing the process
                of
                validating the bulks;

            


    

     

    
      	5.2.2.                	
              by
                1 July 2008, the bulks will be validated;
                and

            


    

     

    
      	5.2.3.                	
              by
                1 January 2009, the facility will be commissioned and capable of
                manufacturing the products in those quantities set out in clause
                7.5.1.

            


    

     

    
      	5.3.       	
              Notwithstanding
                the aforesaid, Pharmacare will use its best endeavours to commence
                manufacturing the products as early as is practically
                possible.

            


    

     

    
      	6.         	
              INTERIM
                PERIOD AND ALTAIRE

            


    

     

    
      	6.1.      	
              Medtech
                acknowledges that it is unlikely that Pharmacare will be capable
                of:

            


    

     

    
      	6.1.1.               	
              manufacturing
                the products for commercial sale prior to 1 July 2008;
                and

            


    

     

    
      	6.1.2.               	
              meeting
                all of Medtech’s requirements for the products prior to 1 January
                2009.

            


    

     

    
      	6.2.      	
              Accordingly,
                Medtech will be obliged to secure its own supply of the products
                during
                the interim period, this by:

            


    

     

    
      	6.2.1.               	
              attending
                to a stock build-up of the products and extending the products shelf
                life;
                and/or

            


    

     

    
      	6.2.2.               	
              purchasing
                the products from Altaire or another
                supplier.

            


    

     

    
      	6.3.      	
              During
                the interim period, Medtech may elect to purchase certain of its
                requirements of the products from Pharmacare, on the terms and subject
                to
                the conditions set out in this agreement, to the extent agreed between
                the
                parties, in writing, from time to time. During the interim period
                Medtech
                shall not be required to purchase its requirements from Pharmacare
                if such
                purchase would violate the terms of any agreement with Altaire or
                another
                supplier.

            


    

    
      	 	 


    

    
      	6.4      	Pharmacare shall contribute the maximum sum of US$250,000.00 (two
              hundred and fifty thousand United States Dollars) towards Altaire's
              process validation


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             13


      	 	 


      	 	
              costs
                in relation to the products so as to facilitate Altaire's ability
                to act
                as a back-up supplier in accordance with the provisions of clause
                6.6.2 and thereafter during the entire term.  The aforesaid
                sum of US$250,000.00 (two hundred and fifty thouseand United States
                Dollars) shall constitute the maximum amount payable by Pharmacare
                to
                Medtech in reimbursement of such costs and such payment shall be
                subject
                to - 

            


    

     

    6.4.1.             
      Altaire's costs being reasonable, necessary and directly in relation to the
      process validation of the products by Altaire; and

     

    6.4.2.       
      Medtech issuing a valid invoice on Pharmacare and providing Pharmacare with
      copies of documents in support of the relevant costs and  evidencing 

              
the
      successful process validation of the products by Altaire.

     

    6.5    
 
Medtech
      undertakes to maintain
      Altaire, or other suitable vendor as its back-up supplier of the Products during
      the entire term.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             14


      	 	 


      	7.          	
              MATERIAL
                TERMS OF THE SUPPLY
                AGREEMENT

            


    

     

    
      	7.1.      	
              Supply

            


    

     

    
      	7.1.1.                	
              Subject
                to clauses
                7.5
                and/or 7.19.1,
                during the exclusive supply term and the extended period/s (if any),
                Pharmacare will exclusively sell and supply the products to Medtech,
                which
                will exclusively purchase all of Medtech and its affiliates’ requirements
                of the products for the territory from Pharmacare on the terms and
                subject
                to the conditions set out
                hereunder.

            


    

     

    
      	7.1.2.                
              	
              For
                clarification purposes it is recorded that neither party has any
                rights
                and/or obligations against the other party in relation to
                -

            


    

     

    
      	7.1.2.1.                         	
              the
                manufacture, supply and/or purchase of any products which will be
                marketed, distributed and/or sold in any geographical area, other
                than the
                territory (unless the territory is expanded by written agreement
                between
                the parties); and/or

            


    

     

    
      	7.1.2.2.                         	
              any
                products, other than the products as defined (unless Pharmacare exercises
                its rights of first refusal in terms of clause
                7.2).

            


    

     

    
      	7.2.      	
              Right
                of First Refusal

            


    

     

    
      	7.2.1.                 	
              Should
                Medtech and/or its affiliates at any time during the term
                -

            


    

     

    
      	7.2.1.1.                         	
              intend
                to market, distribute and/or sell additional sterile liquid eye care
                products or extensions to the products anywhere in the territory
                (“the
                new
                products”);
                and/or

            


    

     

    
      	7.2.1.2.                         	
              require
                the manufacture of the products and/or new products for marketing,
                distribution and/or sale outside of the territory (“the external
                territory”)
                

            


    

     

          
      then Medtech shall give notice, in writing (“the offer
      notice”)
      to
      Pharmacare of it and/or its affiliates intention to so develop, market,


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

                                                                                                      
15

       

                     
        distribute and/or sell the new products and/or its requirements for the products
        in relation to the external territory.

    

     

    
      	7.2.2.                	
              The
                offer notice shall -

            


    

     

    
      	7.2.2.1.                         	
              set
                out the precise specifications of the new products and their primary
                packaging and/or the intended jurisdiction of their sale;
                and

            


    

     

    
      	7.2.2.2.                         	
              state
                the price at which Medtech proposes to purchase the new products
                and/or
                the products in relation to the external
                territory.

            


    

     

    
      	7.2.3.                	
              For
                a period of 90 (ninety) days from the receipt of the offer notice,
                Pharmacare shall have the irrevocable right and option to elect to
                manufacture, supply and sell the new products and/or the products
                in
                relation to the external territory at the price set out in the offer
                notice read together with the terms and conditions set out in this
                agreement.

            


    

     

    
      	7.2.4.                	
              In
                the event of Pharmacare not accepting its irrevocable right and option
                set
                out in the offer notice within the aforesaid period of 90 (ninety)
                days,
                it shall be deemed to have declined the same and Medtech and/or its
                affiliates shall then have the right to purchase the new products
                and/or
                the products in relation to the external territory from a third party
                of
                its choice, provided that the price thereof shall not be higher than
                the
                price set out in the offer notice.

            


    

     

    
      	7.2.5.                	
              The
                provisions of this clause
                7
                shall not apply in circumstances where Medtech and/or its affiliates
                do
                not have the legal and/or contractual competence to procure the
                manufacture of the new products and/or the manufacture of the products
                for
                marketing, distribution and/or sale in the external territory by
                Pharmacare. Medtech hereby undertakes to Pharmacare to use its best
                endeavours, in all circumstances, to obtain such legal and/or contractual
                competence.

            


    

     

    
      	7.3.      	
              Purchase
                price/s

            


    

     

    
      	7.3.1.                	
              Medtech
                shall purchase the products from Pharmacare at the purchase price/s
                (“the
                purchase
                price/s”)
                set out in Exhibit
                D.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                          16


      	 	 


      	7.3.2.                	
              The
                purchase price/s are ex-works.

            


    

     

    
      	7.3.3.                	
              The
                purchase price/s shall -

            


    

     

    
      	7.3.3.1.                         	
              include

            


    

     

    
      	7.3.3.1.1.                            	
              the
                costs of conversion as set out in Exhibit
                D
                as
                adjusted, from time to time, in accordance with the provisions of
                clauses
                7.3.4
                and/or 7.3.5;

            


    

     

    
      	7.3.3.1.2.                            	
              the
                costs of primary packaging;

            


    

     

    
      	7.3.3.1.3.                            	
              the
                costs of raw material;

            


    

     

    
      	7.3.3.1.4.                            	
              the
                costs of providing stability services;
                and

            


    

     

    
      	 7.3.3.1.5.                           	
              the
                costs of providing the regulatory
                support;

            


    

     

    
      	7.3.3.2.                       	
              exclude

            


    

     

    
      	7.3.3.2.1.                             	
              the
                costs of secondary packaging; and

            


    

     

    
      	7.3.3.2.2.                             
              	
              the
                costs of delivery.

            


    

     

    
      	7.3.4.               
              	
              The
                purchase price/s shall be increased -


            


    

     

    
      	7.3.4.1.                   	
              in
                relation to the costs of conversion on 1 January 2010 and on 1 January
                of
                each succeeding year taking into account price affecting factors,
                such as
                variations in Pharmacare’s costs of labour, energy, increases in taxes and
                all other relevant factors affecting Pharmacare’s conversion costs in
                manufacturing the products;

            


    

     

    
      	7.3.4.2.                   	
              in
                relation to the costs of all other components as set out in clauses
                7.3.3.1.2, 7.3.3.1.3, 7.3.3.1.4 and 7.3.3.1.5
                on
                the earlier of 1 January 2009 or the date of first supply of the
                products
                to Medtech and on 1 January of each succeeding year taking into
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         17


      	 	 


      	 	            account
              the actual increase in Pharmacare's costs of procuring and/or rendering
              the same.


    

    
      	 	 


    

    
      	7.3.5.         	
              No
                later than 60 (sixty) days prior to each purchase price increase,
                Pharmacare shall submit reasonable documentary proof of the factors
                affecting such increases to Medtech and enter into consultations
                with
                Medtech in relation thereto.

            


    

     

    
      	7.3.6.         	
              Notwithstanding
                the provisions of clause
                7.3.4
                increases in the purchase price/s shall be moderated (“the moderation”) by
                -

            


    

     

    
      	7.3.6.1.                 	
              manufacturing
                process improvements achieved, from time to time, by Pharmacare in
                relation to the manufacture of the products. Pharmacare undertakes
                to use
                its best endeavours to achieve such improvements;
                and

            


    

     

    
      	7.3.6.2.                   	
              those
                cost efficiencies which will accrue to Pharmacare in the event of
                Medtech
                purchasing more than 28 000 000 (twenty eight million) units of
                the products from Pharmacare during any calendar year of the
                term.

            


    

     

    The
      moderation will be tabled by Pharmacare on an annual basis and determined in
      consultation with Medtech.

     

    
      	7.3.7             	
              No
                price increase shall be effective unless and until Pharmacare has
                provided
                at least 60 days notice in writing to
                Medtech.

            


    

     

    
      	7.4.   
	
              Forecasts/Firm
                Orders

            


    

     

    
      	7.4.1.           	
              Unless
                otherwise agreed in writing by the parties, Medtech shall on a monthly
                basis provide Pharmacare with a rolling forecast of its requirements
                for
                the products for an 18 (eighteen) month period (the “rolling
                forecast”).
                All rolling forecasts and any updates to such rolling forecasts shall
                be
                updated on a monthly basis and provided to Pharmacare by the 10 (tenth)
                business day of each month, for the 18 (eighteen) month period commencing
                on the first day of the immediately following
                month.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         18


      	 	 


      	7.4.2.         	
              Medtech’s
                requirements of the products during the first 3 (three) months of
                the
                rolling forecast (“the
                firm order period”)
                shall be considered a firm order (in that Medtech will be required
                to
                purchase and Pharmacare shall be required to supply the products)
                (the
                “firm
                order”)
                unless agreed otherwise by the parties in writing. Firm orders each
                month
                shall be in accordance with the multiple order quantity of that product’s
                manufacture batch size (that is, in whole multiple manufacture batch
                sizes
                and not fractions thereof).

            


    

     

    
      	7.4.3.         	
              Pharmacare
                shall order sufficient quantities of the inventory to enable it to
                manufacture the products in accordance with Medtech’s requirements for
                firm orders.

            


    

     

    
      	7.5.    	
              Quantities
                of Supply and Exclusive
                Purchase

            


    

     

    
      	7.5.1.          	
              Notwithstanding
                any other provisions of this agreement during each calendar year
                Pharmacare shall not be obliged to supply more than 30 000 000
                (thirty million) units of the products and, in any event, not more
                than
                -

            


    

     

    
      	7.5.1.1.          	
              9 000 000
                (nine million) units of the products which are 0.2 (nought point
                two)
                ounces and/or 10 (ten) millilitres in
                size;

            


    

     

    
      	7.5.1.2.                	
              3 000 0000
                (three million) units of the products which are 1 (one) ounce in
                size;

            


    

     

    
      	
              7.5.1.3.                

            	
              24 000 000
                (twenty four million) units of the products which are 0.5 (nought
                point
                five) ounces in size.

            


    

     

    
      	7.5.2.         
              	
              Subject
                to clauses
                7.5
                and 7.19.1,
                Medtech shall, during the exclusive supply term and the extended
                period/s
                (if any), be obliged to purchase all of Medtech and its affiliates’
                requirements of the products for the territory exclusively from Pharmacare
                on the terms and subject to the conditions set out in this
                agreement.

            


    

     

    
      	7.5.3.         	
              Notwithstanding
                any other provision of this agreement, should Medtech require in
                excess of
                30 000 000 (thirty million) units of the products during
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         19


      	 	 


      	 	
              any
                calendar year and/or products in excess of the threshold set out
                in
                clause
                7.5.1
                (“the additional
                products”),
                then Medtech shall give notice, in writing (theinvitation
                notice”)
                to Pharmacare of its requirements for the additional products and
                Pharmacare shall, for a period of 30 (thirty) days from the date
                of
                receipt of the invitation notice, have the irrevocable right and
                option to
                elect to manufacture, sell and supply the additional products to
                Medtech
                on the terms and subject to the conditions set out in this agreement.
                In
                the event of Pharmacare failing to accept the irrevocable right and
                option
                set out in the invitation notice, then it shall be deemed to have
                declined
                the same and Medtech shall be entitled to purchase the additional
                products
                from a third party of its choice.

            


    

    
      	 	 


    

    
      	7.6.        	
              Delivery

            


    

     

    
      	7.6.1.                 	
              Pharmacare
                shall deliver each firm order of each product in the quantities and
                within
                the delivery dates directed by Medtech as specified in the firm order,
                at
                Medtech’s expense. A firm order will be considered complete if it is
                within a tolerance of + or - 5% (five percent) of the ordered quantity.
                Any deviation greater than + or - 5% (five percent) needs to be agreed
                in
                writing between the parties.

            


    

     

    
      	7.6.2.                 	
              Pharmacare
                shall ensure that all products supplied under this agreement, other
                than
                validation batches, shall have their relevant registered shelf-life,
                less
                a maximum of 90 (ninety) days, at the date of delivery thereof (ex-works)
                unless otherwise agreed in writing between the
                parties.

            


    

     

    
      	7.6.3.                 	
              Delivery
                will be considered on time if the products are delivered (as determined
                in
                accordance with INCOTERM ex-works) at anytime during the month for
                delivery.

            


    

     

    
      	7.6.4.                 	
              Pharmacare
                shall arrange the delivery of each order of the product to the location
                as
                agreed, in writing, between the
                parties.

            


    

     

    
      	7.7.       
              	
              Specifications

            


    

     

    
      	7.7.1.                 	
              Changes
                may be made in the specifications as required to maintain the product
                for
                sale in the territory, subject to written agreement between the
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                        20


      	 	 


      	             	
              parties
                and compliance with cGMP’s. Medtech shall notify Pharmacare as far in
                advance as is practicable prior to the effectiveness of such amendment
                or
                change and Pharmacare shall promptly notify Medtech of the implementation
                of any such amendment or change. To the extent that such amendment
                or
                change results in an increase or reduction in the cost of manufacturing
                a
                product, the parties shall jointly examine and mutually agree upon
                the
                consequences thereof and shall make appropriate adjustments to the
                purchase price/s, save as otherwise agreed in writing any such increase
                in
                the purchase price/s shall be borne by
                Medtech.

            


    

    
      	 	 


    

    
      	7.7.2.                 	
              Changes
                in the specifications requested by Medtech in relation to product
                improvements and the like shall require Pharmacare’s prior written
                consent, which consent shall not be unreasonably withheld. To the
                extent
                that such changes result in an increase or reduction in the costs
                of
                manufacturing a product, the parties shall jointly examine and mutually
                agree upon the consequences thereof and shall make appropriate adjustments
                to the purchase price/s. Save as is otherwise agreed in writing any
                such
                increase in purchase price/s shall be borne by Medtech. Medtech shall
                also
                be liable for and shall pay for the costs of amending the know-how
                and/or
                intellectual property as a consequence of such changes to the
                specifications, including but not limited to validation and
                stability.

            


    

     

    
      	7.7.3.                 	
              Medtech
                and Pharmacare shall cooperate to ensure that the specifications
                and other
                instructions provided by Medtech are and shall, at all times, be
                in
                accordance with the marketing authorisations for each product.
                Notwithstanding the aforesaid, Medtech shall be solely responsible
                for
                ensuring that the specifications and all instructions given to Pharmacare
                are, at all times, in accordance with the marketing authorisation
                for each
                product and the applicable laws. Medtech shall be solely liable for
                any
                omissions and/or shortcomings in relation to the marketing authorisations
                for each product.

            


    

     

    
      	7.8.       	
              Acceptance
                of Delivery

            


    

     

    
      	7.8.1.                	
              Medtech
                shall, within a period of 30 (thirty) business days of receipt of
                products
                delivered to it (or its nominee) by Pharmacare have the right to
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         21


      	 	 


    

    
      	             	
              reject
                any such products as a consequence of them being defective or where
                the
                products delivered are outside the quantity tolerance specified in
                clause
                7.6.1.
                If Medtech does not notify Pharmacare of its election to reject the
                products within the aforesaid period of 30 (thirty) business days,
                then
                the products delivered will be deemed to have been accepted by Medtech
                unless the defect is latent.

            


    

    
      	 	 


    

    
      	7.8.2.                	
              In
                addition to the rights to return defective products in clause
                7.8.1,
                following the date of delivery of a product to Medtech (or its nominee),
                Medtech shall be entitled to return products still in the possession
                or
                under the control of Medtech in the event that latent defects in
                such
                products later become evident.

            


    

     

    
      	7.8.3.          	
              Any
                quantities of the products which are properly rejected and/or returned
                by
                Medtech in accordance with the provisions of this agreement shall
                be
                returned to Pharmacare at Pharmacare’s expense and at Pharmacare’s
                option:

            


    

     

    
      	7.8.3.1.              	
              the
                products shall be replaced by Pharmacare as quickly as possible at
                Pharmacare’s sole expense; or

            


    

     

    
      	7.8.3.2.              	
              Pharmacare
                shall refund the purchase price/s then paid to it by Medtech in respect
                of
                those products.

            


    

     

    
      	7.9.      	
              Terms
                of Sale

            


    

     

    
      	7.9.1.          	
              The
                products shall be delivered ex-works and accordingly the purchase
                price/s
                therefor excludes the costs and expenses associated with delivery
                and
                secondary packaging. The parties undertake to co-operate to do all
                things
                reasonably practicable to ensure the reliable and economic delivery
                of the
                products to Medtech.

            


    

     

    
      	7.9.2.          	
              Unless
                otherwise agreed by the parties in writing, Pharmacare shall be
                responsible for making the delivery arrangements on behalf of Medtech.
                The
                parties shall annually in advance (or at such other times as agreed)
                agree
                delivery arrangements for the supply during that year (or other relevant
                following period).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         22


      	 	 


      	7.9.3.          	
              All
                or any direct costs and expenses incurred by Pharmacare in respect
                of the
                actual delivery of the products and in relation to secondary packaging
                shall be reimbursed by Medtech to Pharmacare simultaneously with
                the
                payment of the purchase price/s for the products in
                question.

            


    

     

    
      	7.9.4.          	
              Pharmacare
                shall issue an invoice with each delivery of product in respect of
                the
                purchase price/s of such products which invoice will include the
                costs and
                expenses of delivery and/or secondary packaging referred to in
                clause
                7.9.3
                above and Medtech agrees to pay such invoice by wire transfer arranged
                through an United States bank, payable within 60 (sixty) days from
                the
                issue of the invoice.

            


    

     

    
      	7.9.5.          	
              All
                payments of the purchase price/s or other sums payable by Medtech
                shall be
                made without any set-off in a timely fashion. Any amount due to Pharmacare
                and not paid within the required period shall be subject to interest
                charged at the prime rate (both before and after any judgement) calculated
                from the date the payment of the relevant sum was due to the date
                it is
                paid in full (inclusive).

            


    

     

    
      	7.9.6.          	
              The
                risk of loss, damage, destruction of products shall pass to Medtech
                when
                the products are delivered (as determined in accordance with the
                INCOTERM
                ex-works).

            


    

     

    
      	7.9.7.          	
              The
                legal and beneficial title to the products shall transfer to Medtech
                on
                the date Pharmacare has received payment in full and in cleared funds
                of
                the purchase price/s for the
                products.

            


    

     

    
      	7.10.      	
              Medtech’s
                Intellectual Property

            


    

     

    In
      order
      to avoid the infringement of Medtech’s intellectual property and solely for the
      purposes of Pharmacare manufacturing the products for Medtech, Medtech grants
      to
      Pharmacare non-transferable, royalty-free, non-exclusive license to use
      the:

     

    
      	7.10.1.          	
              trademarks;
                and

            


    

     

    
      	7.10.2.          	
              the
                intellectual property.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             23


      	 	 


      	7.11.      	
              Manufacturing
                Issues

            


    

     

    
      	7.11.1.          	
              If
                it is necessary for the purposes of compliance with any applicable
                laws
                for Pharmacare to make any change to the manufacturing process, procedures
                or facilities including changes in or replacement of equipment it
                shall so
                notify Medtech and Medtech shall as soon as possible make all such
                changes
                to the marketing authorisation, through application to the relevant
                governmental or regulatory authority and Pharmacare shall, at Medtech’s
                cost and expense (which costs and expenses shall be paid for by Medtech
                and/or reimbursed to Pharmacare by Medtech against demand), supply
                data
                which Medtech reasonably requires for such
                purpose.

            


    

     

    
      	7.11.2.          	
              Pharmacare
                warrants to Medtech that it will manufacture each product in compliance
                with the specifications for such product and in accordance with good
                manufacturing practices, the marketing authorisations and the provisions
                of the technical agreement.

            


    

     

    
      	7.11.3.          	
              Pharmacare
                will, at its cost and expense, maintain all necessary manufacturing
                authorisations to manufacture the
                products.

            


    

     

    
      	7.11.4.          	
              Pharmacare
                will be responsible for creating and retaining all records relating
                to the
                manufacture of the product as required by the applicable laws and
                confirmed in the technical
                agreement.

            


    

     

    
      	7.11.5.          	
              Pharmacare
                shall, at its cost and expense, conduct all necessary validation
                and
                routine maintenance stability studies in respect of the
                products.

            


    

     

    
      	7.11.6.          	
              Pharmacare
                shall be responsible for procuring all inventory for each product.
                All
                inventory procured by Pharmacare and used in the products shall be
                tested
                (by Pharmacare or the supplier thereof) to assure that they meet
                the
                specifications and quality
                standards.

            


    

     

    
      	7.11.7.          	
              Pharmacare
                shall supply products bearing the trademarks and Medtech’s marketing
                authorisation number and Medtech shall be responsible for determining
                the
                contents and appearance of the product containers,
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         24


      	 	 


      	              	labels, inserts and packaging materials in relation to the primary
              packaging. 


    

    
      	 	 


    

    
      	7.11.8.          	
              Pharmacare
                shall make changes to the appearance of the primary packaging as
                requested
                by Medtech from time to time. Pharmacare will make no change to the
                primary packaging without the prior written approval of Medtech.
                All
                increases in costs associated with changes to the primary packaging,
                including but not limited to stability tests to support such changes,
                shall be added to and incorporated into the purchase price/s of the
                products.

            


    

     

    
      	7.11.9.          	
              In
                order that Pharmacare can make the necessary preparations for the
                commencement of manufacture of each product (and primary packaging)
                bearing Medtech’s name and logo Medtech shall provide Pharmacare with
                copies of the necessary artwork, materials and other information
                required
                by Pharmacare a reasonable period prior to the commencement of their
                production in accordance with Pharmacare’s reasonable
                lead-times.

            


    

     

    
      	7.12.      	
              Product
                Optimisation and Line
                Extensions

            


    

     

    
      	7.12.1.          	
              The
                parties will meet twice annually in order to evaluate Medtech’s
                requirements for the development of product optimisations and line
                extensions (“the development
                work”)
                for the ensuing 12 (twelve) month period. The meeting site will alternate
                between Port Elizabeth, South Africa and Irvington, New
                York.

            


    

     

    
      	7.12.2.          	
              Within
                30 (thirty) days of Medtech’s requirements for the development work having
                been determined, Pharmacare shall have the right to submit a quote
                to
                Medtech to undertake the whole or part of the development work and
                simultaneously therewith Pharmacare shall give to Medtech the anticipated
                date/s by which Pharmacare will be in a position to complete the
                same.

            


    

     

    
      	7.12.3.          	
              In
                the event of Medtech and Pharmacare failing to reach agreement on
                any
                issue relevant to the development work and/or Pharmacare failing
                to timely
                submit its proposals to Medtech in that regard, Medtech shall be
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                              25


      	 	 


      	           
 	entitled to engage a third party of its choice to undertake the
              development work without recourse to or from
              Pharmacare.


    

    
      	 	 


    

    
      	7.13.      	
              Adverse
                Drug Reaction, Competent Authorities and Product
                Recall

            


    

     

    
      	7.13.1.          	
              Medtech
                will be responsible for reporting any adverse event in particular,
                without
                limiting the generality of the aforegoing, any serious adverse event
                unless otherwise agreed, in writing, between the
                parties.

            


    

     

    
      	7.13.2.          	
              Pharmacare
                shall, immediately upon receipt of any communication from any governmental
                or regulatory authority relating to each product, forward a copy
                or
                description of the same to Medtech and respond to all inquiries by
                Medtech
                relating thereto. If Pharmacare must communicate with any governmental
                or
                regulatory authority, then Pharmacare shall so advise Medtech immediately,
                and, unless prohibited by the applicable law, provide Medtech in
                advance
                with a copy of any proposed written communication and comply with
                any and
                all reasonable direction of Medtech concerning any meeting or written
                or
                oral communication with any governmental or regulatory
                authority.

            


    

     

    
      	7.13.3.          	
              Medtech
                shall have sole responsibility for and shall make all decisions with
                respect to any complaint, recall, market withdrawals or any other
                corrective action related to the
                products.

            


    

     

    
      	7.14.      	
              Delivery
                of Know-How and Intellectual
                Property

            


    

    
      	 	 


    

    
      	 	
              The
                parties shall agree, in the strategic plan, the process
                and timing of the delivery of the know-how and intellectual property
                by
                Medtech to Pharmacare which know-how and intellectual property shall
                include but not be limited to a technical data pack in respect of
                each of
                the products containing at least the vendor details, specifications
                and
                test methods for active pharmaceutical ingredients and excipients,
                vendor
                details, specifications and test methods for primary packaging, detailed
                requirements of printed primary packaging, detailed manufacturing
                and
                primary packing instructions, secondary packaging instructions, validation
                parameters and previous reports, finished product specifications
                and test
                methods, validations and/or system suitability data, stability

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                                                                                 
      26

     

    protocols
      and results of previous stability tests, complete batch manufacturing records
      for past batches and product samples.

     

    
      	7.15.      	
              Warranties
                by Medtech

            


    

     

       Medtech
      warrant to
      Pharmacare that -

     

    
      	7.15.1.          	
              the
                know-how and/or knowledge relating to the intellectual property will
                be
                disclosed and/or imparted to Pharmacare on the date/s set out in
                the
                strategic plan and will be sufficient, without the necessity of Pharmacare
                undertaking further work thereon other than process validation and
                expiration dating, to manufacture the products in accordance with
                the
                manufacturing authorisations, the marketing authorisations and the
                applicable laws;

            


    

     

    
      	7.15.2.          	
              neither
                the trademarks or the primary packaging will, throughout the term,
                infringe the rights, including the intellectual property rights,
                of any
                person or entity when delivered to Medtech for sale in the
                territory;

            


    

     

    
      	7.15.3.          	
              the
                transfer of the know-how and intellectual property to Pharmacare
                will not
                infringe the rights, including the intellectual property rights,
                of any
                person or entity and it will, throughout the term, have the exclusive
                legal and beneficial interest in the know-how and related
                information;

            


    

     

    
      	7.15.4.          	
              provided
                that the products have been manufactured by Pharmacare in compliance
                with
                their specifications and in accordance with good manufacturing practices
                and all applicable laws will not whether, by their use or administration
                or otherwise, cause any adverse event and, in particular, without
                limiting
                the generality of the aforegoing, any serious adverse event;
                and

            


    

     

    
      	7.15.5.          	
              it
                will purchase from Pharmacare no less than those quantities of the
                products as set out in clause
                7.5.2.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             27


      	 	 


      	7.16.      	
              Strategic
                Plan

            


    

     

    
      	7.16.1.          	
              As
                soon as is practicably possible after the effective date, the parties
                will
                meet and do all things necessary, in good faith, to develop a strategic
                plan in relation to, inter
                alia
                -

            


    

     

    
      	7.16.1.1.         	
              the
                method and timing of the delivery and transfer of the know-how and
                intellectual property to
                Pharmacare;

            


    

     

    
      	7.16.1.2.            	
              the
                transitional plan incorporating the supply of the products by Pharmacare
                to Medtech during the interim period and the transfer of the manufacture
                of the products from Abbott Laboratories Inc. to Pharmacare and where
                necessary Altaire;

            


    

     

    
      	7.16.1.3.            	
              the
                method and timing of the commissioning of the facility and each part
                of
                that facility;

            


    

     

    
      	7.16.1.4.            	
              the
                method and timing of the validation and the proposed order of such
                validation; and

            


    

     

    
      	7.16.1.5.            	
              the
                arrangements for the delivery of the products to the locations agreed,
                in
                writing, between the parties.

            


    

     

    
      	7.16.2.          	
              The
                parties shall be obliged to allocate and dedicate, at their respective
                cost and expense, sufficient resources and skilled personnel to ensure
                that the strategic plan promotes and establishes a sound and enduring
                business relationship between the parties on the terms and subject
                to the
                conditions set out in this
                agreement.

            


    

     

    
      	7.17.      	
              Regulatory
                Support

            


    

     

    
      	7.17.1.          	
              Notwithstanding
                the purchase price/s being inclusive of regulatory support, Medtech
                shall,
                at all times, and without limitation be solely responsible to ensure
                that
                all activities and processes relating to the maintenance and updating
                of
                the marketing authorisations are timely and comprehensively undertaken
                in
                accordance with the applicable
                laws.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         28


      	 	 


      	7.17.2.          	
              Pharmacare’s
                obligations in relation to regulatory support shall include allocation,
                in
                the Republic of South Africa, of one of its suitably qualified
                representatives to assist Medtech in undertaking the compliance activities
                and processes relating to the maintenance and updating of the marketing
                authorisations in so far as the activities relate to the purchasing
                of
                inventory, production, quality control and assurance, filling, labelling,
                packaging and finishing, release, holding and storage of the products;
                under the direct supervision, instruction and control and at the
                risk of
                Medtech and which includes the grant of the rights of use to Medtech
                of
                Pharmacare’s equipment and consumables incidental thereto. In no event
                shall Pharmacare be liable in contract, tort (including negligence)
                or
                breach of statutory duty or otherwise, including pursuant to an indemnity
                for any loss or damage of whatever nature whatsoever arising out
                of or in
                connection with the failure to maintain and/or update the marketing
                authorisations in accordance with the applicable
                laws.

            


    

     

    
      	7.17.3.                       
                 	
              Medtech
                hereby indemnifies Pharmacare against any liability for loss (excluding
                economic loss), damage or injury (including death) whether direct,
                indirect or consequential suffered by any person or entity not being
                a
                party to this agreement resulting from or arising out of the failure
                to
                maintain and/or update the marketing authorisations in accordance
                with the
                applicable laws.

            


    

     

    
      	7.17.4.          	
              Pharmacare
                hereby indemnifies Medtech against any liability for loss (excluding
                economic loss), damage or injury (including death) whether direct,
                indirect or consequential suffered by any person or entity not being
                a
                party to this agreement resulting from or arising out of the failure
                of
                Pharmacare to meet specifications or to follow the requirements of
                cGMP’s.

            


    

     

    
      	7.18.      	
              Liability

            


    

     

    In
      no
      event shall Medtech or Pharmacare be liable to each other in contract, tort
      (including negligence), breach of statutory duty, under any indemnity or
      otherwise for:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         29


      	 	 


      	7.18.1.          	
              any
                indirect or consequential loss of or damage of any nature whatsoever;
                or

            


    

     

    
      	7.18.2.          	
              save
                as is expressly provided for in clauses
                7.19.2,
                any loss of profit, pure economic loss, depletion of goodwill, loss
                of
                business or like loss (whether direct or indirect);
                or

            


    

     

    
      	7.18.3.          	
              any
                claim/s by the other party (inclusive of indemnities by either party)
                irrespective of the nature or cause of such claim/s which alone or
                in
                aggregate exceed US$50,000,000.00 (fifty million United States
                Dollars),

            


    

     

    arising
      out of or in connection with this agreement.

     

    
      	7.19.      	
              Remedies

            


    

     

    
      	7.19.1.          	
              Provided
                that Pharmacare has used its best endeavours to timeously deliver
                the
                products to Medtech on the terms and subject to the conditions set
                out in
                this agreement, then Medtech shall have no claims against Pharmacare
                arising out of or flowing from such non-delivery. In all instances
                where
                Pharmacare fails to timeously deliver any of the products to Medtech
                (“the
                undelivered
                products”),
                Medtech shall be obliged to use its best endeavours (for so long
                as
                Pharmacare remains in breach of its obligations to so supply the
                products), to purchase the undelivered products from Altaire and/or
                another supplier of its choice.

            


    

     

    
      	7.19.2.          	
              Subject
                to clause
                7.19.4,
                in the event of Medtech failing to purchase all of Medtech and its
                affiliates’ requirements of the products exclusively from Pharmacare
                -

            


    

     

    
      	7.19.2.1.      
                   	
                  during
                the 12 (twelve) month period commencing on 1 January 2009 and terminating
                on 31 December 2009, then Medtech shall pay 

                  to Pharmacare
                a compensation fee in the sum of US$5,000,000.00 (five million United
                States Dollars);

            


    

     

    
      	7.19.2.2.             	
              during
                the 12 (twelve) month period commencing on 1 January 2010 and terminating
                on 31 December 2010, then Medtech shall


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                 30


      	 	 


      	
            	  pay to Pharmacare a compensation fee in the sum of
              US$4,000,000.00 (four million United States
              Dollars);


    

    
      	 	 


    

    
      	7.19.2.3.             	
              during
                the 12 (twelve) month period commencing on 1 January 2011 and terminating
                on 31 December 2011, then Medtech shall pay to Pharmacare a compensation
                fee in the sum of US$4,000,000.00 (four million United States
                Dollars);

            


    

     

    
      	7.19.2.4.              	
              during
                the 12 (twelve) month period commencing on 1 January 2012 and terminating
                on 31 December 2012, then Medtech shall pay to Pharmacare a compensation
                fee in the sum of US$3,000,000.00 (three million United States
                Dollars);

            


    

     

    
      	7.19.2.5.              	
              during
                the 12 (twelve) month period commencing on 1 January 2013 and terminating
                on 31 December 2013, then Medtech shall pay to Pharmacare a compensation
                fee in the sum of US$3,000,000.00 (three million United States
                Dollars).

            


    

     

    
      	7.19.3.          	
              The
                compensation fee/s referred to in clause
                7.19.2.1
                to
                clause
                7.19.2.5
                shall be jointly and/or individually referred to as “the Pharmacare
                compensation fee/s”.
                Medtech agrees that the Pharmacare compensation fee/s is in consideration
                for, amongst other things, the construction of the facility by Pharmacare
                in order to supply the products to Medtech on the terms and subject
                to the
                conditions set out in this
                agreement.

            


    

     

    
      	7.19.4.          	
              The
                Pharmacare compensation fee/s shall not be payable
                -

            


    

     

    
      	7.19.4.1.              	
              should
                Medtech and/or its affiliates have purchased 30,000,000 (thirty million)
                units of the products from Pharmacare during any of the relevant
                calendar
                years or such greater volumes as may have been agreed to between
                the
                parties, from time to time; and/or

            


    

     

    
      	7.19.4.2.              	
              in
                circumstances where Pharmacare is not able to supply the relevant
                products
                to Medtech.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         31


      	 	 


      	7.19.5.          	
              The
                Pharmacare compensation fee shall be due, owing and payable by Medtech
                to
                Pharmacare within 30 (thirty) days of the date of Medtech and/or
                its
                affiliates’ breach of the provisions of clause
                7.19.2
                and shall be payable without demand, deduction or
                set-off.

            


    

     

    
      	7.19.6.          	
              In
                the event of Pharmacare not being able to fulfil its obligations
                to
                Medtech in terms of this agreement as a consequence of Pharmacare
                allocating the manufacturing capacity of the facility for the purposes
                of
                manufacturing products for any third party
                -

            


    

     

    
      	7.19.6.1.              	
              during
                the 12 (twelve) month period commencing on 1 January 2009 and terminating
                on 31 December 2009, then Pharmacare shall pay to Medtech a compensation
                fee in the sum of US$5,000,000.00 (five million United States
                Dollars);

            


    

     

    
      	7.19.6.2.              	
              during
                the 12 (twelve) month period commencing on 1 January 2010 and terminating
                on 31 December 2010, then Pharmacare shall pay to Medtech a compensation
                fee in the sum of US$4,000,000.00 (four million United States
                Dollars);

            


    

     

    
      	7.19.6.3.              	
              during
                the 12 (twelve) month period commencing on 1 January 2011 and terminating
                on 31 December 2011, then Pharmacare shall pay to Medtech a compensation
                fee in the sum of US$4,000,000.00 (four million United States
                Dollars);

            


    

     

    
      	7.19.6.4.              	
              during
                the 12 (twelve) month period commencing on 1 January 2012 and terminating
                on 31 December 2012, then Pharmacare shall pay to Medtech a compensation
                fee in the sum of US$3,000,000.00 (three million United States
                Dollars);

            


    

     

    
      	7.19.6.5.              	
              .during
                the 12 (twelve) month period commencing on 1 January 2013 and terminating
                on 31 December 2013, then Pharmacare shall pay to Medtech a compensation
                fee in the sum of US$3,000,000.00 (three million United States
                Dollars).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                         32


      	 	 


      	7.19.7.          	
              The
                compensation fee/s payable by Pharmacare to Medtech in terms of
                clause
                7.19.6
                shall jointly and/or individually be referred to as “the Medtech
                compensation fee/s”.

            


    

     

    
      	7.19.8.          	
              The
                Medtech compensation fee shall be due, owing and payable by Pharmacare
                to
                Medtech within 30 (thirty) days of the date of Pharmacare breaching
                the
                provisions of clause
                7.19.6
                and shall be payable without demand, deduction or
                set-off.

            


    

     

    
      	7.19.9.          	
              In
                the event of Medtech failing to pay the full purchase price/s for
                the
                products and/or the Pharmacare compensation to Pharmacare on due
                date,
                then Pharmacare shall be entitled to immediately suspend the further
                supply of the products (“the suspended
                products”)
                to Medtech, on written notice to Medtech, this until such time as
                the
                outstanding purchase price/s and/or the Pharmacare compensation,
                together
                with accrued interest thereon, has been paid in full. The failure
                by
                Pharmacare to deliver the suspended products shall not give rise
                to a
                breach of this agreement by
                Pharmacare.

            


    

     

    
      	7.19.10.         	
              Any
                amounts which are due by one party to the other party in terms of
                this
                agreement which are not paid on due date shall accrue interest at
                the
                prime rate, calculated from due date to date of payment
                (inclusive).

            


    

     

    
      	7.19.11.          	
              A
                failure by either party to perform or observe any of their remaining
                obligations set out in this agreement shall entitle the other party
                to
                only claim specific performance and damages (subject to the limitations
                set out in clause
                7.18)
                and the parties hereby waive and abandon all or any other rights
                and
                remedies against the other party not expressly set out in this
                clause
                7.19.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                               33


      	 	 


      	7.20.      	
              Subcontracting

            


    

     

    Pharmacare
      may subcontract its obligations to any third party provided that such
      subcontracting does not cause a breach of any applicable laws, and provided
      that
      Pharmacare remains responsible for and liable for the acts, errors and omissions
      of its subcontractor. Any intention to subcontract shall be noticed to Medtech,
      in writing, not less than 90 days in advance.

     

    
      	7.21.      	
              Sale
                of Business by
                Medtech

            


    

     

    In
      the
      event of Medtech, at any time during the term, selling, disposing of or
      otherwise alienating its business of marketing, selling and/or distributing
      the
      products, it will procure that the third party acquirer of that business takes
      assignment of this agreement and Medtech will, notwithstanding such sale,
      alienation or other disposal, bind itself in favour of Pharmacare as surety
      for
      and co-principal debtor in solidum with the third party for the due and punctual
      payment and performance by the third party of all of the assigned obligations
      and for the payment of any damages which Pharmacare may suffer as a result
      of,
      or in connection with, any breach by the third party of any provisions of this
      agreement.

     

    
      	8.        	
              EFFECT
                OF TERMINATION OR
                EXPIRATION

            


    

     

    
      	8.1.      	
              Upon
                expiration or prior termination of this agreement, for any reason,
                it
                shall not release either party from any liability which at the said
                time
                it has already incurred to the other party nor affect in any way
                the
                survival of any rights, duties or obligations of either
                party.

            


    

     

    
      	8.2.       	
              Upon
                earlier termination of this agreement, Pharmacare shall supply to
                Medtech
                and Medtech shall purchase the finished products at their purchase
                

              price/s
                and any inventory then in Pharmacare’s possession (or on order by
                Pharmacare), this at the cost price/s
                thereof.

            


    

     

    
      	8.3.          	
              Medtech
                shall be liable to pay Pharmacare the purchase price/s for the finished
                products and the cost price of the inventory within 14 (fourteen)
                days
                

              of
                the date of expiration or earlier termination of this agreement or
                in
                respect of part termination.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             34


      	 	 


      	8.4.      	
               Delivery
                of the finished products and inventory pursuant to the provisions
                of this
                clause
                8
                shall be made ex-works.

            


    

     

    
      	8.5.    
                   	
              Pharmacare’s
                non-transferable, royalty-free, non-exclusive license to use the
                trademarks and the intellectual property shall immediately terminate
                and
                Pharmacare shall have no further rights, title or interest in and
                to the
                said trademarks or intellectual property and it shall immediately
                cease
                exercising any rights in relation
                thereto.

            


    

     

    
      	9.        	
               CONFIDENTIALITY

            


    

     

    
      	9.1.       	
              All
                confidential and/or proprietary information of Pharmacare disclosed
                to
                Medtech and all confidential and/or proprietary information of Medtech
                disclosed to Pharmacare including, but not limited to, information
                relating to any product or the business affairs or finances of either
                party, information contained in the know-how and the terms of this
                agreement and/or the supply agreement known hereafter as the “confidential
                information”
                shall be held in confidence and not disclosed by the other party
                to any
                third party or used, for any reason whatsoever, outside the scope
                of this
                agreement and/or the supply agreement; provided, that the definition
                of
                “confidential
                information”
                and the obligation of confidentiality assumed by Medtech and Pharmacare
                hereunder shall not apply to any confidential or proprietary information
                which was or becomes available to Medtech or Pharmacare, as the case
                may
                be, on a non-confidential basis from a source that is not under an
                obligation (whether contractual, legal or fiduciary) to the other
                party to
                keep such information confidential. If the party receiving information
                of
                the other party (the “receiving
                party”)
                is requested in any judicial or administrative proceeding or by any
                governmental or regulatory authority to disclose any information
                of the
                other party (the “disclosing
                party”),
                the receiving party shall give the disclosing party prompt notice
                of such
                request so that the disclosing party may seek an appropriate protective
                order. The receiving party shall cooperate fully with the disclosing
                party
                in obtaining such an order. If in the absence of a protective order
                the
                receiving party is nonetheless compelled to disclose confidential
                information of the disclosing party, the receiving party may make
                such
                disclosure without liability hereunder, provided that the receiving
                party
                gives the disclosing party written notice of the confidential information
                to be disclosed as far in advance of its disclosure as is practicable
                and,
                upon the disclosing party’s request and at its expense, the receiving
                party will use its best 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             35


      	 	 


      	         	efforts to obtain reasonable assurances that confidential treatment
              will be accorded to such confidential information.



    

    
      	 	 


    

    
      	9.2.          
                	
              This
                clause
                9
                shall survive the expiration or termination of this agreement for
                a period
                of five (5) years.

            


    

     

    
      	10.       	
              RELATIONSHIP
                OF PARTIES

            


    

     

    The
      parties shall be considered independent contractors, and neither the conclusion
      of this agreement nor the performance of any of the provisions hereof shall
      be
      construed to make either party an agent, employee or legal representative of
      the
      other, nor shall this agreement be deemed to establish a joint venture or
      partnership.

     

    
      	11.        	
              ASSIGNMENT

            


    

     

    Neither
      party shall cede its rights or assign its obligations under this agreement
      without the prior written consent of the other party (such consent not to be
      unreasonably withheld).

     

    
      	12.        	
              FORCE
                MAJEURE

            


    

     

    The
      occurrence of a force majeure event shall not excuse a party from the
      performance of its obligations or duties under this agreement, but shall merely
      suspend such performance during the continuation of force majeure event. The
      party prevented from performing its obligations or duties because of force
      majeure shall promptly notify the other party hereto (the “other
      party”)
      of the
      occurrence and particulars of such force majeure event and shall provide the
      other party, from time to time, with its best estimate of the duration of such
      force majeure event and with notice of the termination thereof. The party so
      affected shall use its best efforts to avoid or remove such causes of
      non-performance. Upon termination of the force majeure event, the performance
      of
      any suspended obligation or duty shall promptly recommence. Neither party shall
      be liable to the other party for any direct, indirect, consequential,
      incidental, special, punitive or exemplary damages arising out of or relating
      to
      the suspension or termination of any of its obligations or duties under this
      agreement by reason of the occurrence of force majeure event. In the event
      that
      force majeure event has occurred and is 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             36


      	 	 


      	         	continuing for a period of at least 6 (six) months, the other party
              shall have the right to terminate this agreement upon 30 (thirty) days
              written notice. 


    

    
      	 	 


    

    
      	13.        	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	13.1.      
 	
              The
                construction, validity and performance of this agreement shall be
                governed
                by the laws of the State of New York, United States of
                America.

            


    

     

    
      	13.2.     
  	
              It
                is irrevocably agreed that the State and Federal courts located in
                the
                State of New York, United States of America, are to have non-exclusive
                jurisdiction to settle any disputes which may arise out of or in
                connection with this agreement and accordingly that any action or
                proceeding so arising may be brought in such
                courts.

            


    

     

    
      	14.        	
              NOTICES

            


    

     

    
      	14.1.      
	
              Any
                notice to be given under this agreement shall be in writing and delivered
                personally or sent by first class recorded delivery post or facsimile
                to
                the address for service of the other party as set out in clause
                13.4,
                or such other address as may have been notified in writing to the
                other
                party.

            


    

     

    
      	14.2.      	
              A
                notice shall be deemed to have been served as follows if personally
                delivered, at the time of delivery; if posted, at the expiration
                of 96
                (ninety six) hours after the envelope containing the same was delivered
                into the custody of the postal authorities; or if sent by facsimile
                at the
                expiration of 24 (twenty four) hours after the same was
                transmitted.

            


    

     

    
      	14.3.         
               	
              In
                proving service of a notice: by delivery by hand: it shall be sufficient
                to show that delivery by hand was made; by post: it shall be sufficient
                to
                show the envelope containing the communication was properly sent
                by first
                class recorded delivery post; by facsimile transmission: it shall
                be
                sufficient to show that the facsimile was despatched and a confirmatory
                transmission report received.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             37


      	 	 


      	14.4.     	
              Addresses
                for service:

            


    

     

    
      	
               
                Pharmacare and Aspen:

               

               
                Building 8 Healthcare Park

               
                Woodlands Drive

               
                Woodmead

               
                JOHANNESBURG

               
                Telefax No. (011) 2396100

               

               
                With copy to:

               

               
                Aspen Pharmacare Holdings Limited

               
                1st
                Floor Aspen House

               
                Aspen Park

               
                98 Armstrong Avenue

               
                La Lucia Ridge

               
                Durban

               
                Telefax No. (031) 5808640

               

               
                Marked for the attention of The
                Deputy 

               
                Group Chief Executive

               

            	
               
                Medtech:

               

               
                Medtech Products, Inc.

               
                Attn: CEO

               
                90 North Broadway

               
                Irvington, New York 10533

               
                Telefax (No 001) 914-524-6810

               

               

               
                With a copy to:

               

               
                Prestige Brands Holdings, Inc.

               
                Attn: General Counsel

               
                90 North Broadway

               
                Irvington, New York 10533

               
                Telefax (No. 001) 914-524-7488

               

            


    

    
      	15.        
               	
              ANNOUNCEMENT

            


    

     

    Neither
      party shall issue or make any public statement with respect to this agreement
      without the prior consent of the other party, which consent shall not be
      unreasonably withheld or delayed. No approval shall be required to the extent
      disclosure may be required by the applicable law.

     

    
      	16.        
               	
              PRESTIGE
                SURETYSHIP

            


    

     

    
      	16.1.      	
              By
                its signature hereto, Prestige hereby binds itself in favour of Pharmacare
                as surety for and co-principal debtor in
                solidum
                with Medtech for the due and punctual payment and performance by
                Medtech
                of all of its obligations pursuant to this agreement and/or any suretyship
                which Medtech may exercise in favour of Pharmacare in accordance
                with the
                provisions of clause
                7.21
                and, without restricting the generality of the aforegoing -

            


    

     

    
      	16.1.1.          	
              for
                any claim/s under any indemnity given by Medtech to
                Pharmacare;

            


    

     

    
      	16.1.2.          	
              for
                the payment of the Pharmacare compensation (clause
                7.19.2);
                and/or

            


    

     

    
      	16.1.3.          	
              for
                the payment of any damages which Pharmacare may suffer as a result
                of, or
                in connection with any breach by Medtech of any provisions of this
                agreement and/or any suretyship which may be given by Medtech in
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             38


      	 	 


      	             	favour of Pharmacare in accordance with the provision of
              clause 7.21.


    

    
      	 	 


    

    
      	16.2.           	
              The
                suretyship referred to in clause
                16.1
                shall remain of full force and effect and fully binding notwithstanding
                -

            


    

     

    
      	16.2.1.            	
              any
                amendment/s to this agreement and/or any other agreement from time
                to time
                subsisting between the parties;

            


    

     

    
      	16.2.2.            
	
              any
                indulgence, concession, leniency or extension of time which may be
                shown
                or given by Pharmacare to Medtech;

            


    

     

    
      	16.2.3.            
	
              the
                receipt by Pharmacare of any dividends, or other benefits in any
                liquidation, judicial management or other similar disability of
                Medtech;

            


    

     

    
      	16.2.4.            	
              any
                additional suretyships, guarantees, securities or indemnities acquired
                by
                Pharmacare in connection with the obligations of Medtech;
                and

            


    

     

    
      	16.2.5.            	
              the
                liquidation, judicial management or deregistration of Medtech or
                any
                compromise by Medtech with its creditors
                generally.

            


    

     

    
      	16.3.          	
              Prestige
                hereby renounces the benefits of the legal exceptions “non
                causa debiti”,
                “errore
                calculi”,
                “excussion”, “division”, “no value received”, and “revision of accounts”,
                with the meaning and effect of all of which it declares itself to
                be fully
                acquainted.

            


    

     

    
      	16.4.          	
              Prestige
                hereby warrants that it has a material interest in binding itself
                as
                aforesaid in favour of Pharmacare.

            


    

     

    
      	17.      	
              ASPEN
                SURETYSHIP

            


    

     

    
      	17.1.    	
              By
                its signature hereto, Aspen hereby binds itself in favour of Medtech
                as
                surety for and co-principal debtor in
                solidum
                with Pharmacare for the due and punctual payment and performance
                by
                Pharmacare of all of its obligations pursuant to this agreement and
                without restricting the generality of the aforegoing
                -

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                        39


      	 	 


      	17.1.1.          	
              for
                any claim/s under any indemnity given by Pharmacare to
                Medtech;

            


    

     

    
      	17.1.2.          	
              for
                the payment of the Medtech compensation (clause
                7.19.5);
                and/or

            


    

     

    
      	17.1.3.          	
              for
                the payment of any damages which Medtech may suffer as a result of,
                or in
                connection with any breach by Pharmacare of any provisions of this
                agreement.

            


    

     

    
      	17.2.    	
              The
                suretyship referred to in clause
                17.1
                shall remain of full force and effect and fully binding notwithstanding
                -

            


    

     

    
      	17.2.1.           	
              any
                amendment/s to this agreement and/or any other agreement from time
                to time
                subsisting between the parties;

            


    

     

    
      	17.2.2.           
                	
              any
                indulgence, concession, leniency or extension of time which may be
                shown
                or given by Medtech to Pharmacare;

            


    

     

    
      	17.2.3.           
                	
              the
                receipt by Medtech of any dividends, or other benefits in any liquidation,
                judicial management or other similar disability of
                Pharmacare;

            


    

     

    
      	17.2.4.          	
               any
                additional suretyships, guarantees, securities or indemnities acquired
                by
                Medtech in connection with the obligations of Pharmacare;
                and

            


    

     

    
      	17.2.5.          
              	
               the
                liquidation, judicial management or deregistration of Pharmacare
                or any
                compromise by Pharmacare with its creditors
                generally.

            


    

     

    
      	17.3.      	
              Aspen
                hereby renounces the benefits of the legal exceptions “non
                causa debiti”,
                “errore
                calculi”,
                “excussion”, “division”, “no value received”, and “revision of accounts”,
                with the meaning and effect of all of which it declares itself to
                be fully
                acquainted.

            


    

     

    
      	17.4.      	
              Aspen
                hereby warrants that it has a material interest in binding itself
                as
                aforesaid in favour of Medtech.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	                                                                                             40


      	 	 


      	18.      	
              AFFILIATES

            


    

     

    
      	18.1.    	
              Medtech
                undertakes to Pharmacare that it shall procure that all of its affiliates
                are bound by and that they comply with the provisions of this
                agreement.

            


    

     

    
      	18.2.    	
              Prestige
                undertakes to Pharmacare that it shall procure that all of its affiliates
                are bound by and that they comply with the provisions of this
                agreement.

            


    

     

    
      	19.      	
              COSTS

            


    

     

    Each
      party shall be liable for its own costs incurred in relation to the negotiation,
      preparation and execution of this agreement.

     

    [The
      remainder of this page deliberately left blank]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

         

        


        


      

    
                                                                                                41

     

     

                SIGNED
      by Pharmacare at ................................. on this 18th day of
      September, 2006

     

              

    
      	
            	
            	
              For
                and on behalf of PHARMACARE 

              LIMITED

            
	 	 	 
	 	 	 
	
            	                	
              /s/
                Stephen Bradley Saad 

            
	 	 	
              STEPHEN
                BRADLEY SAAD, Group
                Chief 

            
	 	
            	
              Executive,
                he warranting by his
                signature  

            
	 	 	
              that
                he is duly authorised hereto 

            
	                                 	 	 


    

                           


                
      SIGNED by Medtech at Irvington, on this 18th day of September,
      2006

    
      	 	 	 
	 	 	 
	
            	 	 
	 	 	 
	
            	 	
              For and on behalf of MEDTECH 

              PRODUCTS, INC.

            
	 	 	 
	
            	
            	 
	
            	 	/s/ Peter C.
              Mann
	 	 	PETER C. MANN, President, he warranting
               
	 	 	by his signature that he is duly authorised
	 	 	hereto
	 	 	 


    

             

              SIGNED by
      Prestige at
      Irvington, New York on this 18th day of September, 2006        

    
      	 	 	 
	 	 	 
	
            	 	 
	 	 	 
	
            	 	
              For and on behalf of PRESTIGE BRANDS

              HOLDINGS, INC.

            
	 	 	 
	
            	 	/s/ Peter C.
              Mann
	 	 	PETER C. MANN, Chief Executive
              Officer, 
	 	 	he warranting by his signature that he is duly
 
	 	 	authorized hereto 
	 	 	 


    

              

     

     

    
      
        
        

      

      
        
        

        
          

        

      

    

                                                                                                                                                                                                                                                   
42

     

     

             
SIGNED
      BY Aspen at
      ................................ on this 18th day of
      September, 2006

    
      	 	 	 
	 	 	 
	 	 	 
	 	 	
               

            
	
            	 	
              For and on behalf of ASPEN 

              PHARMACARE HOLDINGS LIMITED 

            
	 	 	 
	
            	 	/s/ Stephen
              Bradley
              Saad                                         
	 	 	
              STEPHEN BRADLEY SAAD, Group Chief

              Executive, he warranting by his signature that he is duly authorised
                hereto